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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 quarterly period ended June 30, 2004
-------------
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: 1-8389
PUBLIC STORAGE, INC.
(Exact name of registrant as specified in its charter)
California 95-3551121
- ---------------------------------------- ---------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
701 Western Avenue, Glendale, California 91201-2349
- ---------------------------------------- ---------------------------------------
(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.
[X] Yes [ ] No
Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Exchange Act).
[X] Yes [ ] No
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of August 5, 2004:
Common Stock, $.10 Par Value - 128,682,222 shares
Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series
A, $.01 Par Value - 8,776,102 depositary shares (representing 8,776.102 shares
of Equity Stock, Series A)
Equity Stock, Series AAA, $.01 Par Value - 4,289,544 shares
PUBLIC STORAGE, INC.
INDEX
Pages
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements
Condensed Consolidated Balance Sheets at
June 30, 2004 and December 31, 2003 1
Condensed Consolidated Statements of Income for the
Three and Six Months Ended June 30, 2004 and 2003 2
Condensed Consolidated Statement of Shareholders' Equity
for the Six Months Ended June 30, 2004 3
Condensed Consolidated Statements of Cash Flows
for the Six Months Ended June 30, 2004 and 2003 4
Notes to Condensed Consolidated Financial Statements 5 - 33
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 34 - 62
Item 2A. Risk Factors 62 - 66
Item 3. Quantitative and Qualitative Disclosures about Market Risk 66 - 67
Item 4. Controls and Procedures 67
PART II. OTHER INFORMATION (Items 3 and 5 are not applicable)
-----------------
Item 1. Legal Proceedings 68
Item 2. Changes in Securities, Use of Proceeds and Issuer Purchases
of Equity Securities 68
Item 4. Submission of Matters to a Vote of Security Holders 68 - 69
Item 6. Exhibits and Reports on Form 8-K 69 - 77
PUBLIC STORAGE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
June 30, December 31,
2004 2003
-------------- ---------------
(Unaudited)
ASSETS
Cash and cash equivalents.................................................... $ 421,448 $ 204,833
Real estate facilities, at cost:
Land...................................................................... 1,351,340 1,332,882
Buildings................................................................. 3,853,450 3,792,616
-------------- ---------------
5,204,790 5,125,498
Accumulated depreciation.................................................. (1,237,485) (1,153,059)
-------------- ---------------
3,967,305 3,972,439
Construction in process................................................... 37,432 69,620
Land held for development................................................. 12,236 12,236
-------------- ---------------
4,016,973 4,054,295
Investment in real estate entities........................................... 335,279 336,696
Goodwill..................................................................... 78,204 78,204
Intangible assets, net....................................................... 107,987 111,289
Notes receivable, including amounts due from related parties................. 487 100,510
Other assets................................................................. 81,494 82,242
-------------- ---------------
Total assets................................................... $ 5,041,872 $ 4,968,069
============== ===============
LIABILITIES AND SHAREHOLDERS' EQUITY
Notes payable................................................................ $ 35,297 $ 76,030
Preferred stock called for redemption........................................ - 115,000
Accrued and other liabilities................................................ 156,882 131,103
-------------- ---------------
Total liabilities................................................... 192,179 322,133
Minority interest:
Preferred partnership interests........................................... 285,000 285,000
Other partnership interests............................................... 121,395 141,137
Commitments and contingencies (Note 14)...................................... - -
Shareholders' equity:
Cumulative Preferred Stock, $0.01 par value, 50,000,000 shares authorized,
7,372,836 shares issued (in series) and outstanding, (5,763,986 at
December 31, 2003) at liquidation preference............................ 2,128,275 1,867,025
Common Stock, $0.10 par value, 200,000,000 shares authorized, 127,732,864
shares issued and outstanding (126,986,734 at December 31, 2003)........ 12,773 12,699
Equity Stock, Series A, $0.01 par value, 200,000,000 shares authorized,
8,776.102 shares issued and outstanding................................. - -
Paid-in capital........................................................... 2,441,708 2,438,632
Cumulative net income..................................................... 2,528,087 2,366,660
Cumulative distributions paid............................................. (2,667,545) (2,465,217)
-------------- ---------------
Total shareholders' equity.......................................... 4,443,298 4,219,799
-------------- ---------------
Total liabilities and shareholders' equity..................... $ 5,041,872 $ 4,968,069
============== ===============
See accompanying notes.
1
PUBLIC STORAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
Three Months Ended Six Months Ended
June 30, June 30,
-------------------------- --------------------------
2004 2003 2004 2003
----------- ------------ ----------- ------------
Revenues:
Rental income:
Self-storage facilities......................................... $ 213,072 $ 196,993 $ 419,117 $ 386,489
Commercial properties........................................... 2,836 2,943 5,531 5,789
Containerized storage facilities................................ 7,041 8,553 13,647 15,995
Tenant reinsurance premiums......................................... 6,093 5,581 12,056 10,796
Interest and other income........................................... 2,583 2,879 3,940 4,578
----------- ------------ ----------- ------------
231,625 216,949 454,291 423,647
----------- ------------ ----------- ------------
Expenses:
Cost of operations:
Self-storage facilities......................................... 74,482 70,379 150,044 135,678
Commercial properties........................................... 1,065 1,045 2,206 2,238
Containerized storage facilities................................ 4,171 5,274 8,185 9,912
Tenant reinsurance.............................................. 3,750 3,015 6,885 5,714
Depreciation and amortization....................................... 45,045 45,681 91,815 91,048
General and administrative.......................................... 4,572 4,429 10,456 8,679
Interest expense.................................................... - 372 100 825
----------- ------------ ----------- ------------
133,085 130,195 269,691 254,094
----------- ------------ ----------- ------------
Income before equity in earnings of real estate entities, minority interest
in income, discontinued operations and gain on disposition of real estate
investments........................................................... 98,540 86,754 184,600 169,553
Equity in earnings of real estate entities (Note 5)...................... 4,405 8,999 8,462 13,686
Minority interest in income:
Preferred partnership interests:
Based on ongoing distributions.................................... (5,177) (6,727) (11,731) (13,453)
Special distribution and restructuring allocation (Note 8)........ - - (10,063) -
Other partnership interests......................................... (4,580) (4,043) (8,583) (7,985)
----------- ------------ ----------- ------------
Income before discontinued operations and gain on disposition of real estate
investments........................................................... 93,188 84,983 162,685 161,801
Discontinued operations (Note 3)......................................... (828) (1,432) (1,258) (1,625)
Gain on disposition of real estate investments........................... - 746 - 760
----------- ------------ ----------- ------------
Net income............................................................... $ 92,360 $ 84,297 $ 161,427 $ 160,936
=========== ============ =========== ============
Net income allocation:
- ---------------------
Allocable to preferred shareholders:
Based on distributions paid...................................... $ 38,780 $ 35,699 $ 76,822 $ 72,721
Based on redemptions of preferred stock (Restated - Note 2)...... - 1,100 3,723 3,397
Allocable to Equity Stock, Series A................................. 5,376 5,376 10,751 10,751
Allocable to common shareholders (Restated - Note 2)................ 48,204 42,122 70,131 74,067
----------- ------------ ----------- ------------
$ 92,360 $ 84,297 $ 161,427 $ 160,936
=========== ============ =========== ============
Per common share - basic (Restated - Note 2)
Continuing operations............................................... $ 0.39 $ 0.35 $ 0.56 $ 0.61
Discontinued operations (Note 3).................................... (0.01) (0.01) (0.01) (0.01)
----------- ------------ ----------- ------------
$ 0.38 $ 0.34 $ 0.55 $ 0.60
=========== ============ =========== ============
Per common share -diluted (Restated - Note 2)
Continuing operations............................................... $ 0.38 $ 0.34 $ 0.56 $ 0.60
Discontinued operations (Note 3).................................... (0.01) (0.01) (0.01) (0.01)
----------- ------------ ----------- ------------
$ 0.37 $ 0.33 $ 0.55 $ 0.59
=========== ============ =========== ============
Net income per depositary share of Equity Stock, Series A (basic and
diluted)................................................................ $ 0.61 $ 0.61 $ 1.23 $ 1.23
=========== ============ =========== ============
Basic weighted average common shares outstanding......................... 127,632 124,599 127,407 124,340
=========== ============ =========== ============
Diluted weighted average common shares outstanding....................... 128,548 125,854 128,375 125,536
=========== ============ =========== ============
Weighted average shares of Equity Stock, Series A (basic and diluted).... 8,776 8,776 8,776 8,776
=========== ============ =========== ============
See accompanying notes.
2
PUBLIC STORAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands, except share data)
(Unaudited)
Cumulative
Preferred Stock Common Stock Paid-in Capital
--------------- --------------- ---------------
Balances at December 31, 2003............................. $ 1,867,025 $ 12,699 $ 2,438,632
Issuance of cumulative preferred stock:
Series Y (1,600,000 shares).......................... 40,000 - -
Series Z (4,500 shares).............................. 112,500 - (3,744)
Series A (4,600 shares).............................. 115,000 - (3,823)
Series B (4,350 shares).............................. 108,750 - (3,626)
Redemption of cumulative preferred stock, including
redemption costs:
Series L (4,600 shares)................................ (115,000) - (21)
Restructuring of Series N preferred units (Note 8)...... - - 2,063
Issuance of common stock:
Exercise of employee stock options (1,155,830 shares).. - 115 29,063
Stock based compensation (Note 11) .................... - - 1,357
Repurchase of common stock (409,700 shares)............... - (41) (18,193)
Net income................................................ - - -
Cash distributions:
Cumulative preferred stock (Note 9).................... - - -
Equity Stock, Series A ($1.23 per depositary share).... - - -
Common Stock ($0.90 per share)......................... - - -
--------------- --------------- ---------------
Balances at June 30, 2004................................. $ 2,128,275 $ 12,773 $ 2,441,708
=============== =============== ===============
PUBLIC STORAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
(Amounts in thousands, except share data)
(Unaudited)
Cumulative Net Cumulative Shareholders'
Income Distributions Equity
-------------- -------------- --------------
Balances at December 31, 2003............................. $ 2,366,660 $ (2,465,217) $ 4,219,799
Issuance of cumulative preferred stock:
Series Y (1,600,000 shares).......................... - - 40,000
Series Z (4,500 shares).............................. - - 108,756
Series A (4,600 shares).............................. - - 111,177
Series B (4,350 shares).............................. - - 105,124
Redemption of cumulative preferred stock, including
redemtion costs:
Series L (4,600 shares)................................ - - (115,021)
Restructuring of Series N preferred units (Note 8)...... - - 2,063
Issuance of common stock:
Exercise of employee stock options (1,155,830 shares).. - - 29,178
Stock based compensation (Note 11) .................... - - 1,357
Repurchase of common stock (409,700 shares)............... - - (18,234)
Net income................................................ 161,427 - 161,427
Cash distributions:
Cumulative preferred stock (Note 9).................... - (76,822) (76,822)
Equity Stock, Series A ($1.23 per depositary share).... - (10,751) (10,751)
Common Stock ($0.90 per share)......................... - (114,755) (114,755)
-------------- -------------- --------------
Balances at June 30, 2004................................. $ 2,528,087 $ (2,667,545) $ 4,443,298
============== ============== ==============
See accompanying notes.
3
PUBLIC STORAGE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
Six Months Ended
June 30,
------------------------------------
2004 2003
--------------- ---------------
Cash flows from operating activities:
Net income.............................................................. $ 161,427 $ 160,936
Adjustments to reconcile net income to net cash provided by operating
activities:
Loss/(Gain) on sale of assets, net of impairment charge, and impact of
EITF Topic D-42 included in equity in earnings of real estate entities
(Note 5)........................................................... 1,017 (453)
Gain on sale of real estate investments.............................. - (760)
Depreciation and amortization........................................ 91,815 91,048
Depreciation included in equity in earnings of real estate entities.. 16,534 13,138
Minority interest in income.......................................... 30,377 21,438
Depreciation and other adjustments associated with discontinued
operations (Note 3) ............................................... 515 1,428
Impairment charge included in discontinued operations (Note 3)....... 169 750
Other................................................................ 24,379 6,354
--------------- ---------------
Total adjustments........................................... 164,806 132,943
--------------- ---------------
Net cash provided by operating activities............... 326,233 293,879
--------------- ---------------
Cash flows from investing activities:
Principal payments received on mortgage notes receivable............. 100,023 23,401
Capital improvements to real estate facilities....................... (9,644) (9,814)
Construction in process and acquisition of land held for development. (31,772) (47,591)
Acquisition of minority interests (Note 8)........................... (24,000) (9,867)
Proceeds from the disposition of land and real estate facilities..... - 11,860
Proceeds from the disposition of investments in real estate entities - 851
Investment in real estate entities................................... (16,134) (17,864)
Other investments.................................................... (1,266) (5,786)
--------------- ---------------
Net cash provided by (used in) investing activities..... 17,207 (54,810)
--------------- ---------------
Cash flows from financing activities:
Borrowings on revolving line of credit............................... - 24,000
Principal payments on notes payable.................................. (40,733) (32,927)
Net proceeds from the issuance of common stock....................... 29,178 21,235
Net proceeds from the issuance of preferred stock.................... 365,057 -
Repurchase of common stock........................................... (18,234) (6,001)
Redemption of preferred stock........................................ (230,021) (87,535)
Distributions paid to shareholders................................... (202,328) (195,609)
Distributions paid to holders of preferred partnership interests..... (11,731) (13,453)
Special distribution paid to holders of preferred partnership interests (8,000) -
(Note 8)...........................................................
Distributions paid to minority interests ............................ (11,877) (11,218)
Investment by minority interests..................................... 1,864 678
--------------- ---------------
Net cash used in financing activities................... (126,825) (300,830)
--------------- ---------------
Net increase (decrease) in cash and cash equivalents...................... 216,615 (61,761)
Cash and cash equivalents at the beginning of the period.................. 204,833 103,124
--------------- ---------------
Cash and cash equivalents at the end of the period........................ $ 421,448 $ 41,363
=============== ===============
Supplemental schedule of non-cash investing and financial activities:
Acquisition of minority interest for consideration including common stock:
Real estate facilities............................................. - $ (16,687)
Minority Interest.................................................. - (6,690)
Issuance of common stock to acquire minority interest................ - 13,510
See accompanying notes.
4
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
1. Description of the Business
---------------------------
Public Storage, Inc. (the "Company") is a California corporation,
which was organized in 1980. We are a fully integrated, self-administered
and self-managed real estate investment trust ("REIT") whose principal
business activities include the acquisition, development, ownership and
operation of self-storage facilities which offer storage spaces for lease,
usually on a month-to-month basis, for personal and business use. In
addition, to a much lesser extent, we have interests in commercial
properties, containing commercial and industrial rental space, and
interests in facilities that lease storage containers.
We invest in real estate facilities by acquiring facilities
directly or by acquiring interest in real estate entities that own
facilities. At June 30, 2004, we had direct and indirect equity interests
in 1,415 self-storage facilities with 85.7 million net rentable square feet
located in 37 states operating under the "Public Storage" name. We also
have direct and indirect equity interests in approximately 20.2 million net
rentable square feet of commercial and industrial space located in 10
states.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with generally accepted
accounting principles for interim financial information and with
instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly,
they do not include all of the information and footnotes required by
generally accepted accounting principles for complete financial statements.
In the opinion of management, all adjustments (consisting of normal
recurring accruals) necessary for a fair presentation have been included.
Operating results for the three and six months ended June 30, 2004 are not
necessarily indicative of the results that may be expected for the year
ended December 31, 2004. For further information, refer to the consolidated
financial statements and footnotes thereto included in the Company's annual
report on Form 10-K for the year ended December 31, 2003.
The consolidated financial statements include the accounts of the
Company and 38 controlled entities (the "Consolidated Entities").
Collectively, the Company and the Consolidated Entities own a total of
1,387 real estate facilities, consisting of 1,379 self-storage facilities,
five industrial facilities used by the containerized storage operations and
three commercial properties. All intercompany transactions among the
Company and the Consolidated Entities are eliminated in consolidation.
At June 30, 2004, we had equity investments in seven limited
partnerships in which we do not have a controlling interest. These limited
partnerships collectively own 36 self-storage facilities, which are managed
by the Company. In addition, at June 30, 2004, we own approximately 44% of
the common equity of PS Business Parks, Inc. ("PSB"), which wholly owns
approximately 18.4 million net rentable square feet of commercial space at
June 30, 2004. We do not control these entities. Accordingly, our
investment in these limited partnerships and PSB (these entities are
referred to collectively as the "Unconsolidated Entities") are accounted
for using the equity method.
Certain amounts previously reported have been reclassified to
conform to the June 30, 2004 presentation, including discontinued
operations (see Note 3), and the application of the Securities and Exchange
Commission ("SEC") Observer's clarification of Emerging Issues Task Force
("EITF") Topic D-42 (see "Net Income per Common Share" below).
5
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Use of Estimates
----------------
The preparation of the consolidated financial statements in
conformity with accounting principles generally accepted in the United
States requires management to make estimates and assumptions that affect
the amounts reported in the consolidated financial statements and
accompanying notes. Actual results could differ from those estimates.
Income Taxes
------------
For all taxable years subsequent to 1980, the Company qualified
and intends to continue to qualify as a REIT, as defined in Section 856 of
the Internal Revenue Code. As a REIT, we are not taxed on that portion of
our taxable income which is distributed to our shareholders, provided that
we meet certain tests. We believe we will meet these tests during 2004 and,
accordingly, no provision for income taxes has been made in the
accompanying financial statements.
Financial Instruments
---------------------
The methods and assumptions used to estimate the fair value of
financial instruments are described below. We have estimated the fair value
of our financial instruments using available market information and
appropriate valuation methodologies. Considerable judgment is required in
interpreting market data to develop estimates of market value. Accordingly,
estimated fair values are not necessarily indicative of the amounts that
could be realized in current market exchanges.
For purposes of financial statement presentation, we consider all
highly liquid financial instruments purchased with a maturity of three
months or less to be cash equivalents.
Due to the short period to maturity of our cash and cash
equivalents, accounts receivable, other financial instruments included in
other assets, and accrued and other liabilities, the carrying values as
presented on the consolidated balance sheets are reasonable estimates of
fair value. The carrying amount of notes payable approximates fair value
because the aggregate applicable interest rate approximates current market
rates for similar loans and because the relatively short time until
maturity reduces the effect of differing interest rates.
Financial assets that are exposed to credit risk consist primarily
of cash and cash equivalents, accounts receivable, and notes receivable.
Cash and cash equivalents, which consist of short-term investments,
including commercial paper, are only invested in entities with an
investment grade rating. Accounts receivable are not a significant portion
of total assets and are comprised of a large number of individual
customers.
Included in cash and cash equivalents at June 30, 2004 is
$2,657,000 ($1,835,000 at December 31, 2003) cash held the by the Company's
captive insurance programs. Insurance and other regulations place
significant restrictions on our ability to withdraw these funds for
purposes other than insurance activities. Our captive insurance programs
are conducted by STOR-Re Mutual Insurance Company, Inc. ("STOR-Re"), an
association captive insurance company owned by the Company and its
affiliates, which is approximately 90.1% owned by the Company and the
Consolidated Entities, and PS Insurance Company Hawaii, Ltd. ("PSIC-H"), a
captive insurer formed on December 31, 2003 which is wholly owned by a
subsidiary of the Company. Other assets at June 30, 2004 include aggregate
investments totaling $29,660,000 ($27,995,000 at December 31, 2003) in held
to maturity debt securities owned by STOR-Re and PSIC-H stated at amortized
cost, which approximates fair value.
6
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Real Estate Facilities
----------------------
Real estate facilities are recorded at cost. Costs associated with
the acquisition, development, construction, renovation and improvement of
properties are capitalized. Interest, property taxes, and other costs
associated with development incurred during the construction period are
capitalized as building cost. Expenditures for repairs and maintenance are
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.
Evaluation of Asset Impairment
------------------------------
In August 2001, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 144, "Accounting for
the Impairment or Disposal of Long-Lived Assets" ("SFAS No. 144"). In June
2001, the FASB issued Statement of Financial Accounting Standards No. 142,
"Goodwill and Other Intangible Assets" ("SFAS No. 142"). We adopted both of
these statements effective January 1, 2002.
With respect to goodwill, we evaluate impairment annually through
a two-step process. In the first step, if the fair value of the reporting
unit to which the goodwill applies is equal to or greater than the carrying
amount of the assets of the reporting unit, including the goodwill, the
goodwill is considered unimpaired and the second step is unnecessary. If,
however, the fair value of the reporting unit including goodwill is less
than the carrying amount, the second step is performed. In this test, we
compute the implied fair value of the goodwill based upon the allocations
that would be made to the goodwill, other assets and liabilities of the
reporting unit if a business combination transaction were consummated at
the fair value of the reporting unit. An impairment loss is recorded to the
extent that the implied fair value of the goodwill is less than the
goodwill's carrying amount. No impairments of our goodwill were identified
in our annual evaluation at December 31, 2003.
With respect to other long-lived assets, we evaluate such assets
on a quarterly basis. We first evaluate these assets for indicators of
impairment such as a) a significant decrease in the market price of a
long-lived asset, b) a significant adverse change in the extent or manner
in which a long-lived asset 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 long-lived asset, d) an accumulation of costs
significantly in excess of the amount originally projected for the
acquisition or construction of the long-lived asset, 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 long-lived asset. When any such indicators
of impairment are noted, we compare the carrying value of these assets to
the future estimated undiscounted cash flows attributable to these assets.
If the asset'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 asset's fair value.
Any long-lived assets which we expect to sell or otherwise dispose
of prior to their previously estimated useful life are stated at what we
estimate to be the lower of their estimated net realizable value (less cost
to sell) or their carrying value. We recorded $169,000 in impairment
charges related to a containerized storage facility that was identified for
closure in the first quarter of 2004 (see Note 3). No additional
impairments were identified from our evaluations as of June 30, 2004.
7
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Accounting for Stock-Based Compensation
---------------------------------------
We utilize the Fair Value Method (as defined in Note 11) of
accounting for our employee stock options issued after December 31, 2001,
and utilize the APB 25 Method (as defined in Note 11) for employee stock
options issued prior to January 1, 2002. Restricted Stock Unit expense is
recorded over the relevant vesting period. Included in general and
administrative expense for the three and six months ended June 30, 2004, is
$170,000 and $289,000, respectively, of compensation expense with respect
to stock options, as compared to $100,000 and $199,000, respectively, for
the same periods in 2003. During the three and six months ended June 30,
2004, a total of $583,000 and $1,117,000, respectively, in restricted stock
compensation expense was included in general and administrative expense
(none for the three and six months ended June 30, 2003). See Note 11 for a
full discussion of our accounting policies with respect to employee stock
options and restricted stock units.
Other Assets
------------
Other assets primarily consist of containers and equipment
associated with the containerized storage operations, assets associated
with the truck rental business, accounts receivable, prepaid expenses and
investments held by Store-Re and PSIC-H (discussed below). Accounts
receivable from customers are net of allowances for doubtful accounts.
Containers and equipment utilized in our containerized storage
business totaled $8,347,000 at June 30, 2004 ($10,895,000 at December 31,
2003). The carrying amounts are net of accumulated depreciation and asset
impairment charges. As discussed in Note 3, during the six months ended
June 30, 2004, impairment charges amounting to $169,000 were recorded with
respect to containers and equipment utilized in the discontinued
containerized storage operations.
Included in depreciation and amortization expense for the three
and six months ended months ended June 30, 2004 is $2,072,000 and
$1,928,000, respectively, related to other assets, as compared to
$4,131,000 and $3,631,000, respectively, for the same periods in 2003.
Included in discontinued operations for the three months ended June 30,
2003 is depreciation expense of $469,000 (none for the three months ended
June 30, 2004) related to depreciation of containers and equipment of the
discontinued operations of the containerized storage business and $55,000
and $972,000 for the six months ended June 30, 2004 and 2003, respectively.
Other assets at June 30, 2004 include aggregate investments
totaling $29,660,000 ($27,995,000 at December 31, 2003) held to maturity
debt securities owned by STOR-Re and PSIC-H stated at amortized cost, which
approximates fair market value.
Accrued and Other Liabilities
-----------------------------
Accrued and other liabilities consist primarily of trade payables,
real and personal property tax accruals, accrued interest, and losses and
loss adjustment liabilities, as discussed below.
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 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. 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.
8
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
STOR-Re, which is consolidated with the Company, was formed in
1994 as an association captive insurance company owned by the Company and
affiliates of the Company. STOR-Re provides limited property and liability
insurance to the Company and its affiliates for losses incurred during
policy periods prior to April 1, 2004, and was succeeded by PSIC-H with
respect to these insurance activities for policy periods following March
31, 2004. The Company also utilizes other insurance carriers to provide
property and liability insurance coverage in excess of STOR-Re's and
PSIC-H's limitations which are described in Note 14. STOR-Re and PSIC-H
accrue liabilities for covered losses and loss adjustment expense, which at
June 30, 2004 totaled $31,481,000 ($28,741,000 at December 31, 2003) with
respect to insurance provided to the Company and its affiliates.
PS Insurance Company, Ltd ("PSIC"), a wholly-owned subsidiary of
the Company, reinsured policies against claims for losses to goods stored
by tenants in our self-storage facilities for policy periods prior to March
31, 2004. PSIC-H succeeded PSIC with respect to these tenant insurance
activities effective April 1, 2004, and these entities utilize third-party
insurance coverage for losses from any individual event that exceeds a loss
of $500,000, to a maximum of $10,000,000. Losses below the third-party
insurers' deductible amounts are accrued as cost of operations for the
tenant insurance operations. The accrued liability for losses and loss
adjustment expense with respect to tenant insurance activities totaled
$3,433,000 at June 30, 2004 ($2,486,000 at December 31, 2003).
Intangible Assets and Goodwill
------------------------------
Intangible assets consist of property management contracts
($165,000,000) and the excess of acquisition cost over the fair value of
net tangible and identifiable intangible assets or "goodwill" ($94,719,000)
acquired in business combinations. Our goodwill has an indeterminate life
and, accordingly, is not amortized. Our other intangibles have a defined
life and are amortized on a straight-line basis over a 25 year period.
Goodwill is net of accumulated amortization of $16,515,000 at June
30, 2004 and December 31, 2003. At June 30, 2004, property management
contracts are net of accumulated amortization of $57,013,000 ($53,711,000
at December 31, 2003). Included in depreciation and amortization expense
for each of the three and six month periods ended June 30, 2004 and 2003 is
$1,651,000 and $3,302,000, respectively, with respect to the amortization
of property management contracts.
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 rental
income when collected. Tenant reinsurance premiums are recognized as
premium revenue when collected. Interest income is recognized as earned.
Equity in earnings of real estate entities is recognized based on our
ownership interest in the earnings of each of the unconsolidated real
estate entities.
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, interest
expense, as well as television, yellow page, and other advertising
expenditures are expensed as incurred. Accordingly, the amounts incurred in
an interim period may not be indicative of the amounts to be incurred
during a full year. Television, yellow page, and other advertising expense
totaled $6,764,000 and $7,358,000 for the three months ended June 30, 2004
and 2003, respectively, and $13,608,000 and $11,745,000 for the six months
ended June 30, 2004 and 2003, respectively.
9
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Environmental Costs
-------------------
Our policy is to accrue environmental assessments and/or
remediation cost when it is probable that such efforts will be required and
the related cost can be reasonably estimated. Our current practice is to
conduct environmental investigations in connection with property
acquisitions. Although there can be no assurance, we are not aware of any
environmental contamination of any of our facilities, which, individually
or in the aggregate, would be material to our overall business, financial
condition, or results of operations.
Net Income per Common Share
---------------------------
Distributions paid to the holders of our Cumulative Preferred
Stock totaling $38,780,000 and $35,699,000 for the three months ended June
30, 2004 and 2003, respectively, have been deducted from net income to
arrive at net income allocable to our common shareholders ($76,822,000 and
$72,721,000 for the six months ended June 30, 2004 and 2003, respectively).
Emerging Issues Task Force ("EITF") Topic D-42, "The Effect on the
Calculation of Earnings per Share for the Redemption or the Induced
Conversion of Preferred Stock" provides, among other things, that any
excess of (1) the fair value of the consideration transferred to the
holders of preferred stock redeemed over (2) the carrying amount of the
preferred stock should be subtracted from net earnings to determine net
earnings available to common stockholders in the calculation of earnings
per share. At the July 31, 2003 meeting of the EITF, the Securities and
Exchange Commission Observer clarified that for purposes of applying EITF
Topic D-42, the carrying amount of the preferred stock should be reduced by
the issuance costs of the preferred stock, regardless of where in the
stockholders' equity section those costs were initially classified on
issuance. We implemented the SEC Observer's clarification in the quarter
ended September 30, 2003.
In conformity with the SEC Observer's clarification, an additional
$1,100,000 ($0.01 per diluted share) was allocated to preferred
stockholders for the three months ended June 30, 2003 (none in the three
months ended June 30, 2004) for the excess of the redemption amount over
the carrying amount of our Cumulative Preferred Stock. For the six months
ended June 30, 2004 and 2003, $3,723,000 and $3,397,000, respectively, was
allocated to preferred stockholders for the excess of the redemption amount
over the carrying amount of our Cumulative Preferred Stock. It is our
policy to record such allocations at the time the securities are called for
redemption.
Prior to the SEC Observer's clarification, we had not allocated
additional income to the preferred shareholders upon redemption of our
preferred securities, because the amounts paid in redemption were equal to
the redemption value stated on our balance sheet. Accordingly, amounts
previously presented for the three months ended June 30, 2003 have been
restated to conform to the SEC Observer's clarification.
Net income allocated to our common shareholders has been further
allocated among our two classes of common stock; our regular common stock
and our Equity Stock, Series A. The allocation among each class was based
upon the two-class method. Under the two-class method, earnings per share
for each class of common stock is determined according to dividends
declared (or accumulated) and participation rights in undistributed
earnings. Under the two-class method, the Equity Stock, Series A was
allocated net income of $5,376,000 for each of the three months ended June
30, 2004 and 2003 and $10,751,000 for each of the six months ended June 30,
2004 and 2003. The remaining $48,204,000 and $42,122,000 (as restated for
the impact of EITF Topic D-42) for the three months ended June 30, 2004 and
2003, respectively, was allocated to the regular common shareholders. For
the six months ended June 30, 2004 and 2003, $70,131,000 and $74,067,000
(as restated for the impact of EITF Topic D-42), respectively, was
allocated to the regular common shareholders.
10
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Basic net income per share is computed using the weighted average
common shares outstanding (prior to the dilutive impact of stock options
and restricted stock units outstanding). Diluted net income per common
share is computed using the weighted average common shares outstanding
(adjusted for the dilutive impact of stock options and restricted stock
units outstanding). Weighted average common shares excludes shares owned by
the Consolidated Entities for the three and six months ended June 30, 2004
and 2003, as these shares of common stock are eliminated in consolidation
(see Note 9).
3. Discontinued Operations
------------------------
Statement of Financial Accounting Standards No. 144 ("SFAS No.
144") addresses accounting for discontinued operations. SFAS No. 144
requires the segregation of all disposed components of an entity with
operations that (i) can be distinguished from the rest of the entity and
(ii) will be eliminated from the ongoing operations of the entity in a
disposal transaction.
During 2002, we adopted a business plan that included the closure
of 22 non-strategic containerized storage facilities. During 2003 and 2004,
an additional ten facilities (nine and one, respectively) were identified
as non-strategic and scheduled for closure. Each of these 32 containerized
storage facilities (collectively, the "Closed Facilities") represented
components of our containerized storage business segment. The related
assets of the Closed Facilities (consisting primarily of storage
containers) were deemed not recoverable from operations in future periods,
and as a result asset impairment charges for the excess of these assets'
net book value over their fair value, determined based upon the values of
similar assets, was recorded. In the six months ended June 30, 2003, we did
not record any impairment or lease termination charges with respect to
discontinued containerized storage facilities. During the three and six
months ended June 30, 2004 we recorded lease termination costs of $416,000
related to two discontinued facilities that we vacated during the quarter
ended June 30, 2004. For six months ended June 30, 2004 we recorded asset
impairment charges in the amount of $169,000 relating to the closure of one
facility during the first quarter of 2004.
Four self storage facilities that we owned in the Knoxville market
(the "Knoxville Facilities") were disposed of on July 25, 2003 for
aggregate gross proceeds of $11.0 million. The Company financed a
substantial part of the buyer's consideration in exchange for a note
receivable from the buyer, and in accordance with generally accepted
accounting principles, the Company deferred the sale and the corresponding
gain of approximately $4.2 million until October 2003 at which time the
note receivable was collected in full.
On October 16, 2003, we sold a self-storage facility located in
Perrysburg, Ohio for $2.3 million in cash. A gain of approximately $1.1
million was recognized from the sale of this property in the fourth quarter
of 2003. This facility and the Knoxville Facilities (collectively, the
"Sold Self-Storage Facilities") are reported as discontinued operations.
The historical operations of the Closed Facilities (including the
asset impairment charges) and the Sold Self-Storage Facilities are
classified as discontinued operations. The rental income, cost of
operations, and depreciation expense with respect to these facilities for
each period presented are included in the line-item "Discontinued
Operations" on the consolidated statement of income.
The following table summarizes the historical operations of the
Closed Facilities and the Sold Self-Storage Facilities:
11
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Discontinued Operations:
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- -------------------------------------
2004 2003 Change 2004 2003 Change
--------- ---------- ----------- ---------- ----------- -----------
(Amounts in thousands) (Amounts in thousands)
Rental income (a):
Closed Facilities............... $ 129 $2,372 $ (2,243) $ 931 $ 5,944 $ (5,013)
Sold Self-Storage Facilities.... - 481 (481) - 944 (944)
--------- ---------- ----------- ---------- ----------- -----------
Total rental income............... 129 2,853 (2,724) 931 6,888 (5,957)
--------- ---------- ----------- ---------- ----------- -----------
Cost of operations (a):
Closed Facilities............... 520 2,576 (2,056) 1,505 5,945 (4,440)
Sold Self-Storage Facilities.... - 204 (204) - 390 (390)
--------- ---------- ----------- ---------- ----------- -----------
Total cost of operations.......... 520 2,780 (2,260) 1,505 6,335 (4,830)
--------- ---------- ----------- ---------- ----------- -----------
Depreciation expense (a):
Closed Facilities............... 21 633 (612) 99 1,147 (1,048)
Sold Self-Storage Facilities.... - 122 (122) - 281 (281)
--------- ---------- ----------- ---------- ----------- -----------
Total depreciation ............... 21 755 (734) 99 1,428 (1,329)
--------- ---------- ----------- ---------- ----------- -----------
Impairment charge/shutdown costs (b):
Closed Facilities............... 416 750 (334) 585 750 (165)
--------- ---------- ----------- ---------- ----------- -----------
Net discontinued operations (c)... $ (828) $(1,432) $ 604 $ (1,258) $ (1,625) $ 367
========= ========== =========== ========== =========== ===========
(a) These amounts represent the historical operations of the Closed
Facilities and the Sold Self-Storage Facilities, and include amounts
previously classified as rental income, cost of operations, and
depreciation expense related to real estate and other assets, utilized
by the Closed Facilities, in the financial statements in prior periods.
(b) Lease termination costs of $416,000 associated with two facilities were
recorded in the three and six months ended June 30, 2004. During the
three and six months ended June 30, 2003, a $750,000 impairment charge
was recorded with respect to a closed containerized storage facility
held for sale. For the six months ended June 30, 2004 an impairment
charge of $169,000 was recorded with respect to a facility closed in
2004.
(c) Earnings per share for the each of the three and six month periods
ended June 30, 2004 and 2003, respectively, were reduced $0.01 due to
the impact from discontinued operations.
12
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
4. Real Estate Facilities
----------------------
Activity in real estate facilities is as follows:
Six Months Ended
-------------------
June 30, 2004
(In thousands)
Operating facilities, at cost:
Balance at December 31, 2003........................ $ 5,125,498
Newly developed facilities opened for operations.... 63,960
Acquisition of minority interest (Note 8)........... 5,688
Capital improvements................................ 9,644
-------------------
Balance at June 30, 2004............................ 5,204,790
-------------------
Accumulated depreciation:
Balance at December 31, 2003........................ (1,153,059)
Additions during the year........................... (84,426)
-------------------
Balance at June 30, 2004............................ (1,237,485)
-------------------
Construction in process:
Balance at December 31, 2003........................ 69,620
Current development................................. 31,772
Newly developed facilities opened for operations.... (63,960)
-------------------
Balance at June 30, 2004............................ 37,432
-------------------
Land held for development:
Balance at December 31, 2003........................ 12,236
Disposition of land................................. -
Transfers to construction in progress............... -
-------------------
Balance at June 30, 2004............................ 12,236
-------------------
Total real estate facilities........................... $ 4,016,973
===================
During the six months ended June 30, 2004, we opened five newly
developed self-storage facilities (382,000 net rentable square feet) with
an aggregate cost of $46,320,000. We also completed projects to convert
space previously used by our containerized storage business into 293,000
net rentable square feet of self-storage space for an aggregate cost of
$8,596,000, and two expansion projects to existing self-storage facilities
(57,000 net rentable square feet) for an aggregate cost of $5,925,000. In
addition, we incurred costs totaling $3,119,000 with respect to visual and
structural enhancements to our existing self-storage facilities.
Construction in process at June 30, 2004 consists primarily of 10
self-storage facilities (725,000 net rentable square feet) and 27 expansion
projects and various remodeling projects to enhance the visual and
structural appeal of existing self-storage facilities (1,423,000 net
rentable square feet). In addition, we have five parcels of land held for
development with total costs of approximately $12,236,000.
Our policy is to capitalize interest incurred on debt during the
course of construction of our self-storage facilities. Interest capitalized
during the three and six months ended June 30, 2004 was $912,000 and
$2,037,000, respectively, compared to $1,450,000 and $2,975,000 for the
same periods in 2003, respectively.
13
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
5. Investment in Real Estate Entities
----------------------------------
At June 30, 2004, our investments in real estate entities consist
of ownership interests in seven partnerships, which principally own
self-storage facilities, and our ownership interest in PSB. These interests
are non-controlling interests of less than 50% and are accounted for using
the equity method of accounting. Accordingly, earnings are recognized based
upon our ownership interest in each of the partnerships. The accounting
policies of these entities are similar to the Company's.
For the three and six months ended June 30, 2004, we recognized
earnings from our investments of $4,405,000 and $8,462,000, respectively,
as compared to $8,999,000 and $13,686,000 for the same periods in 2003,
respectively. For the three and six months ended June 30, 2004, our equity
in earnings includes our net pro-rata share of PSB's application of EITF
Topic D-42 and our pro-rata share of a loss on sale real estate assets,
which reduced our equity in earnings a total of $1,017,000. For the six
months ended June 30, 2003, our equity in earnings includes our pro-rata
share of PSB's impairment charge with respect real estate held for sale,
offset by a gain on sale of their real estate assets, which increased our
equity in earnings $453,000. See the condensed financial information with
respect to PSB below for further information regarding these items recorded
by PSB.
We acquired investments in the real estate entities totaling
$23,000 and $142,000 for the six months ended June 30, 2004 and 2003,
respectively. We received distributions from our investments for the six
months ended June 30, 2004 and 2003, in the amount of $9,902,000 and
$8,649,000, respectively.
The following table sets forth our investments in real estate
entities at June 30, 2004 and December 31, 2003, and our equity in earnings
of real estate entities for the three and six months ended June 30, 2004
and 2003 (amounts in thousands):
Equity in Earnings of Real Equity in Earnings of Real
Investments in Real Estate Estate Entities for the Estate Entities for the Six
Entities at Three Months Ended June 30, Months Ended June 30,
------------------------------- ---------------------------- ----------------------------
June 30, December 31,
2003 2003 2004 2003 2004 2003
------------- ------------ ------------ ----------- ------------ ------------
PSB (a).................. $ 280,747 $ 282,428 $ 3,172 $ 7,731 $ 5,696 $ 11,150
Other Investments (b).... 54,532 54,268 1,233 1,268 2,766 2,536
------------- ------------ ------------ ----------- ------------ ------------
Total.................. $ 335,279 $ 336,696 $ 4,405 $ 8,999 $ 8,462 $ 13,686
============= ============ ============ =========== ============ ============
(a) Equity in earnings of real estate entities includes our pro-rata share
of the net impact of gains/losses on sale of assets and impairment
charges relating to the impending sale of real estate assets as well as
our pro-rata share of the impact of the application of EITF Topic D-42
on redemptions of preferred securities recorded by PSB. Our net
pro-rata impact from these items resulted in a reduction of equity in
earnings of $1,017,000 for the six months ended June 30, 2004, as
compared to an increase in equity in earnings of $453,000 for the six
months ended June 30, 2003.
(b) In the second quarter of 2003, we disposed of an investment for cash of
$851,000 and recognized a gain on sale of approximately $316,000, which
is included on the income statement under "gain on disposition of real
estate investments."
14
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Investment in PS Business Parks, Inc.
-------------------------------------
PS Business Parks, Inc. is a REIT traded on the American Stock
Exchange, which controls an operating partnership (collectively, the REIT
and the operating partnership are referred to as "PSB"). We have a 44%
common equity interest in PSB as of June 30, 2004. This 44% common equity
interest is comprised of our ownership of 5,418,273 shares of PSB's common
stock and 7,305,355 limited partnership units in the operating partnership;
these limited partnership units are convertible at our option, subject to
certain conditions, on a one-for-one basis into PSB common stock. Based
upon the closing price at June 30, 2004 ($40.24 per share of PSB common
stock), the shares and units had a market value of approximately $512.0
million as compared to a book value of $280.7 million.
At June 30, 2004, PSB wholly owned approximately 18.4 million net
rentable square feet of commercial space. In addition, PSB manages
approximately 960,000 net rentable square feet of commercial space owned by
the Company and the Consolidated Entities pursuant to property management
agreements.
The following table sets forth the condensed statements of
operations for the six months ended June 30, 2004 and for the same period
in 2003, and the condensed balance sheets of PSB at June 30, 2004 and
December 31, 2003. The amounts below represent 100% of PSB's balances and
not our pro-rata share.
Six Months Ended June 30,
-----------------------------------
2004 2003
---------------- ---------------
(Amounts in thousands)
Total revenue prior to gains on sale............. $ 110,920 $ 99,336
Gain on sale of marketable securities............ - 2,043
Cost of operations and other expenses............ (37,254) (30,970)
Depreciation and amortization.................... (36,218) (27,745)
Discontinued operations (a)...................... (161) 14
Minority interest................................ (13,030) (16,031)
---------------- ---------------
Net income..................................... $ 24,257 $ 26,647
================ ===============
June 30, December 31,
2004 2003
---------------- ---------------
(Amounts in thousands)
Total assets (primarily real estate)............. $ 1,393,086 $ 1,358,861
Total debt....................................... 19,384 264,694
Other liabilities................................ 39,639 35,701
Preferred equity and preferred minority interest. 668,600 386,423
Common equity.................................... 665,463 672,043
(a) Included in discontinued operations for the six months ended June 30,
2004 is a loss on disposition of a real estate facility of $168,000.
Discontinued operations for the six months ended June 30, 2003 includes
an impairment charge of $5,907,000 on properties held for sale, net
gains on dispositions of real estate facilities of $3,484,000, as well
as $2,296,000 in equity in income of discontinued joint venture .
Other Investments
-----------------
The Other Investments consist primarily of an average 45% common
equity ownership, which we owned during each of the three and six months
ended June 30, 2004 and 2003, in seven limited partnerships (collectively,
the "Other Investments") owning an aggregate of 36 storage facilities. For
the six months ended June 30, 2004 we acquired $23,000 in additional equity
interests in these entities and $142,000 for the six months ended June 30,
2003.
The following table sets forth certain condensed financial
information (representing 100% of these entities' balances and not our
pro-rata share) with respect to Other Investments:
15
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Six Months Ended June 30,
-----------------------------------
2004 2003
---------------- ---------------
(Amounts in thousands)
Total revenue........................................ $ 13,881 $ 13,042
Cost of operations and other expenses................ (4,858) (4,568)
Depreciation and amortization........................ (1,128) (1,258)
---------------- ---------------
Net income......................................... $ 7,895 $ 7,216
================ ===============
June 30, December 31,
2004 2003
---------------- ---------------
(Amounts in thousands)
Total assets (primarily storage facilities).......... $ 56,692 $ 56,592
Total debt........................................... 1,115 1,930
Other liabilities.................................... 1,631 1,618
Partners' equity..................................... 53,946 53,044
6. Revolving Line of Credit
------------------------
On March 25, 2004, we amended our $200 million credit facility.
The amendment extends the maturity date to April 1, 2007 and bears an
annual interest rate ranging from the London Interbank Offered Rate
("LIBOR") plus 0.45% to LIBOR plus 1.20% depending on our credit ratings
(currently LIBOR plus 0.45%). In addition, we are required to pay a
quarterly commitment fee ranging from 0.15% per annum to 0.30% per annum
depending on our credit ratings (currently the fee is 0.15% per annum). At
June 30, 2004 and at August 5, 2004, we had no outstanding borrowings on
our line of credit.
The amended Credit Agreement includes various covenants, the more
significant of which require us to (i) maintain a balance sheet leverage
ratio of less than 0.55 to 1.00, (ii) maintain certain quarterly interest
and fixed-charge coverage ratios (as defined therein) of not less than 2.25
to 1.0 and 1.5 to 1.0, respectively, and (iii) maintain a minimum total
shareholders' equity (as defined therein). In addition, we are limited in
our ability to incur additional borrowings (we are required to maintain
unencumbered assets with an aggregate book value equal to or greater than
1.5 times our unsecured recourse debt). We were in compliance with all
covenants of the Credit Agreement at June 30, 2004.
7. Notes Payable
-------------
Notes payable at June 30, 2004 and December 31, 2003 consist of
the following:
Carrying Amount
------------------------------
June 30, December 31,
2004 2003
------------- ------------
(Amounts in thousands)
Unsecured senior notes:
7.47% note due January 2004............................. $ - $ 14,600
7.66% note due January 2007............................. 33,600 44,800
Mortgage notes payable:
10.55% mortgage notes secured by real estate facilities,
principal and interest payable monthly.............. - 14,863
7.134% to 8.75% mortgage notes secured by real estate
facilities, principal and interest payable monthly, due
at varying dates between July 2004 and September 2028 1,697 1,767
------------- ------------
Total notes payable.............................. $ 35,297 $ 76,030
============= ============
16
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
All of our notes payable are fixed rate. The unsecured senior
notes require interest and principal payments to be paid semi-annually and
have various restrictive covenants, all of which have been met at June 30,
2004 and December 31, 2003. The 10.55% mortgage notes were paid in full in
June 2004 at face value. Mortgage notes payable at June 30, 2004 are
secured by two real estate facilities having an aggregate net book value of
approximately $11 million at June 30, 2004.
At June 30, 2004, approximate principal maturities of notes
payable are as follows:
Unsecured
Senior Notes Mortgage Notes Total
-------------- ---------------- ----------
(Amounts in thousands)
2004 (remainder of).......... $ - $ 77 $ 77
2005......................... 11,200 156 11,356
2006......................... 11,200 170 11,370
2007......................... 11,200 185 11,385
2008......................... - 202 202
Thereafter................... - 907 907
-------------- ---------------- ----------
$ 33,600 $ 1,697 $ 35,297
============== ================ ==========
Weighted average rate........ 7.7% 7.9% 7.7%
============== ================ ==========
8. Minority Interest
-----------------
In consolidation, we classify ownership interests in the net
assets of each of the Consolidated Entities, other than our own, as
minority interest on the consolidated financial statements. Minority
interest in income consists of the minority interests' share of the
operating results of the Consolidated Entities.
Preferred Partnership Interests
-------------------------------
During 2000, one of our consolidated operating partnerships issued
preferred partnership units: March 17, 2000 - $240.0 million of 9.5% Series
N Cumulative Redeemable Perpetual Preferred Units and March 29, 2000 -
$75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred.
A portion of the 9.125% Series O Cumulative Redeemable Perpetual Preferred
($30 million) was repurchased by the Company in 2001.
On March 22, 2004, certain investors who held $200 million of our
9.5% Series N Cumulative Redeemable Perpetual Preferred Units agreed, in
exchange for a special distribution of $8,000,000, to exchange their 9.5%
Series N Cumulative Redeemable Perpetual Preferred Units for $200 million
of our 6.4% Series NN Cumulative Redeemable Perpetual Preferred Units. The
investors also received a distribution for dividends that accrued from
January 1, 2004 through the effective date of the exchange.
The restructure of these Preferred Units resulted in an increase
in income allocated to minority interests and a reduction to the Company's
net income for the six months ended June 30, 2004 of $10,063,000 from (1)
the special distribution to the holders of the preferred units ($8,000,000)
and (2) the application of the SEC's recent clarification of EITF Topic
D-42 ($2,063,000). The $2,063,000 additional reduction in the Company's net
income represents the excess of the stated amount of the preferred units
over their carrying amount.
For the three months ended June 30, 2004 and 2003, the holders of
preferred units were paid distributions totaling $5,177,000 and $6,727,000,
respectively. For the six months ended June 30, 2004 and 2003, preferred
unitholders were paid distributions aggregating $19,731,000 (including the
$8,000,000 special distribution) and $13,453,000, respectively. Income
allocated to the preferred minority interests was $5,177,000 and $6,727,000
for the three months ended June 30, 2004 and 2003, respectively, comprised
of distributions paid. Income allocated to preferred minority interests for
the six months ended June 30, 2004 and 2003 was $21,794,000 (comprised of
distributions paid and an allocation of income of $2,063,000 resulting from
the application of EITF Topic D-42) and $13,453,000, respectively.
17
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
The following table summarizes the preferred partnership units
outstanding at June 30, 2004 and December 31, 2003:
At June 30, 2004 At December 31, 2003
Earliest Distribution Units Carrying Units Carrying
Series Redemption Date (a) Rate Outstanding Amount Outstanding Amount
- -------------- ------------------- ------------- -------------- ---------- ------------ ------------
(Amounts in thousands)
Series N...... March 17, 2005 9.500% 1,600 $ 40,000 9,600 $ 240,000
Series NN..... March 17, 2010 6.400% 8,000 200,000 - -
Series O...... March 29, 2005 9.125% 1,800 45,000 1,800 45,000
-------------- ---------- ----------- ------------
Total 11,400 $ 285,000 11,400 $ 285,000
============== ========== =========== ============
(a) After these dates, at our option, we can call the units for redemption
at the issuance amount plus any unpaid distributions. The units are not
redeemable by the holder.
Subject to certain conditions, the Series N preferred units are
convertible into shares of our 9.5% Series N Cumulative Preferred Stock,
the Series O preferred units are convertible into shares of our 9.125%
Series O Cumulative Preferred Stock, and the Series NN preferred units are
convertible into shares of our 6.4% Series NN Cumulative Preferred Stock.
Other Partnership Interests
---------------------------
The following table sets forth the minority interests at June 30,
2004 and December 31, 2003 as well as the distributions paid to minority
interests for the six months ended June 30, 2004 and 2003 with respect to
the other partnership interests (amounts in thousands):
Distributions to Minority
Minority Interest at Interests for the Six Months Ended
------------------------------ ----------------------------------
June 30, December 31, June 30, June 30,
Description 2004 2003 2004 2003
- ----------------------------------------- ----------- ------------- ---------------- --------------
Consolidated Development Joint Venture... $ 65,945 $ 68,490 $ 4,922 $ 4,924
Convertible Partnership Units........... 6,177 6,259 213 213
Other consolidated partnerships.......... 49,273 66,388 4,878 5,403
----------- ------------- --------------- --------------
Total other partnership interests........ $ 121,395 $ 141,137 $ 10,013 $ 10,540
=========== ============= =============== ==============
Income is allocated to the minority interests based upon their
pro-rata interest in the operating results of the Consolidated Entities.
The following table sets forth minority interest in income with respect to
the other partnership interests for the three and six months ended June 30,
2004 and 2003 (amounts in thousands):
18
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Minority Interest in Income for the Minority Interest in Income for the
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------- -----------------------------------
Description 2004 2003 2004 2003
- -------------------------------------------- ---------------- --------------- -------------- ---------------
Consolidated Development Joint Venture...... $ 1,420 $ 870 $ 2,377 $ 1,613
Convertible Partnership Units............... 91 82 131 147
Other Consolidated Partnerships............. 3,069 3,091 6,075 6,225
---------------- --------------- -------------- ---------------
Total other partnership interests........... $ 4,580 $ 4,043 $ 8,583 $ 7,985
================ =============== ============== ===============
Consolidated Development Joint Venture
--------------------------------------
In November 1999, we formed a development joint venture (the
"Consolidated Development Joint Venture") with a joint venture partner
(PSAC Storage Investors, LLC) whose partners include a third party
institutional investor and B. Wayne Hughes ("Mr. Hughes"), to develop
approximately $100 million of self-storage facilities and to purchase $100
million of the Company's Equity Stock, Series AAA (see Note 9). At June 30,
2004, the Consolidated Development Joint Venture was fully committed having
completed construction on 22 self-storage facilities for a total cost of
$108.6 million.
The Consolidated Development Joint Venture is funded solely with
equity capital consisting of 51% from the Company and 49% from PSAC Storage
Investors, LLC. The accounts of the Consolidated Development Joint Venture
are included in the Company's consolidated financial statements. The
accounts of PSAC Storage Investors, LLC are not included in the Company's
consolidated financial statements, as the Company has no ownership interest
in this entity. Minority interests primarily represent the total
contributions received from PSAC Storage Investors combined with the
accumulated net income allocated to PSAC Storage Investors, LLC, net of
cumulative distributions. The amounts included in our financial statements
with respect to the minority interest in the Consolidated Development Joint
Venture are denoted in the tables above.
The term of the Consolidated Development Joint Venture is 15
years; however, during the sixth year PSAC Storage Investors, LLC has the
right to cause an early termination of the partnership. If PSAC Storage
Investors, LLC exercises this right, we then have the option, but not the
obligation, to acquire their interest for an amount that will allow them to
receive an annual return of 10.75%. If the Company does not exercise its
option to acquire PSAC Storage Investors, LLC's interest, the partnership's
assets will be sold to third parties and the proceeds distributed to the
Company and PSAC Storage Investors, LLC in accordance with the partnership
agreement. If PSAC Storage Investors, LLC does not exercise its right to
early termination during the sixth year, the partnership will be liquidated
15 years after its formation with the assets sold to third parties and the
proceeds distributed to the Company and PSAC Storage Investors, LLC in
accordance with the partnership agreement.
PSAC Storage Investors, LLC provides Mr. Hughes with a fixed yield
of approximately 8.0% per annum on his preferred non-voting interest
(representing an investment of approximately $64.1 million at June 30,
2004). In addition, Mr. Hughes receives 1% of the remaining cash flow of
PSAC Storage Investors, LLC (estimated to be less than $50,000 per year).
If PSAC Storage Investors, LLC does not elect to cause an early
termination, Mr. Hughes' 1% interest in residual cash flow can increase to
10%.
In consolidation, the Equity Stock, Series AAA owned by the joint
venture and the related dividend income has been eliminated. Minority
interests primarily represent the total contributions received from PSAC
Storage Investors combined with the accumulated net income allocated to
PSAC Storage Investors, net of cumulative distributions.
19
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
See Note 13, "Recent Accounting Pronouncements" for further
discussion of the impact of recent accounting pronouncements on the
accounting for these interests.
Convertible Partnership Units
-----------------------------
As of June 30, 2004 and December 31, 2003, one of our Consolidated
Entities had approximately 237,935 convertible operating partnership units
("Convertible Units") outstanding, representing a limited partnership
interest in the partnership. The Convertible Units are convertible on a
one-for-one basis (subject to certain limitations) into the Company's
common stock at the option of the unitholder. Minority interest in income
with respect to the Convertible Units reflects the Convertible Units' share
of the net income of the Company, with net income allocated to minority
interests with respect to weighted average outstanding Convertible Units on
a per unit basis equal to diluted earnings per common share. During the six
months ended June 30, 2004 and the year ended December 31, 2003, no units
were converted.
Other Consolidated Partnerships
-------------------------------
At June 30, 2004, the other consolidated partnerships reflect
common equity interests that the Company does not own in 25 entities owning
an aggregate of 123 self-storage facilities.
On June 30, 2004, we acquired the remaining minority interest we
did not own in one of the Consolidated Entities, for an aggregate of
$24,000,000 cash. The purchase price is subject to adjustment based upon
the completion of independent appraisals. This acquisition had the effect
of reducing minority interest by $18,312,000, with the excess of cost over
underlying book value ($5,688,000) allocated to real estate.
On April 28, 2003 we acquired through a merger all of the
remaining limited partnership interest not owned by the Company in PS
Partners IV, Ltd., a partnership which is consolidated with the Company.
The acquisition cost was $23,377,000, consisting of the issuance of 426,859
shares of our common stock ($13,510,000) valued at the closing price of our
common stock on the date of acquisition and cash of $9,867,000; this
acquisition had the effect of reducing minority interest by $6,690,000,
with the excess of cost over underlying book value ($16,687,000) allocated
to real estate.
The partnership agreements of the other consolidated partnerships
have termination dates that cannot be unilaterally extended by the Company
and, upon termination of each partnership, the net assets of these entities
would be liquidated and paid to the minority interests and the Company
based upon their relative ownership interests. See Note 13, "Recent
Accounting Pronouncements - Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity" for further discussion
of the impact of recent accounting pronouncements on the accounting for
these interests.
9. Shareholders' Equity
--------------------
Cumulative Preferred Stock
--------------------------
At June 30, 2004 and December 31, 2003, we had the following
series of Cumulative Preferred Stock outstanding:
20
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
At June 30, 2004 At December 31, 2003
Earliest --------------------------- ---------------------------
Redemption Dividend Shares Carrying Shares Carrying
Series Date (a) Rate Outstanding Amount Outstanding Amount
- --------------------- ------------- ------------ ------------- ------------- ------------- -----------
(Dollar amount in thousands)
Series D 9/30/04 9.500% 1,200,000 $ 30,000 1,200,000 $ 30,000
Series E 1/31/05 10.000% 2,195,000 54,875 2,195,000 54,875
Series F 4/30/05 9.750% 2,300,000 57,500 2,300,000 57,500
Series K 1/19/04 (b) 8.250% - - - -
(c)
Series L 3/10/04 (c) 8.250% - - 4,600 115,000
Series M 8/17/04 (d) 8.750% 2,250 56,250 2,250 56,250
Series Q 1/19/06 8.600% 6,900 172,500 6,900 172,500
Series R 9/28/06 8.000% 20,400 510,000 20,400 510,000
Series S 10/31/06 7.875% 5,750 143,750 5,750 143,750
Series T 1/18/07 7.625% 6,086 152,150 6,086 152,150
Series U 2/19/07 7.625% 6,000 150,000 6,000 150,000
Series V 9/30/07 7.500% 6,900 172,500 6,900 172,500
Series W 10/6/08 6.500% 5,300 132,500 5,300 132,500
Series X 11/13/08 6.450% 4,800 120,000 4,800 120,000
Series Y 1/2/09 6.850% 1,600,000 40,000 - -
Series Z 3/5/09 6.250% 4,500 112,500 - -
Series A 3/31/09 6.125% 4,600 115,000 - -
Series B 6/30/09 7.125% 4,350 108,750 - -
------------- ------------- ------------- -----------
Total Cumulative Preferred Stock 7,372,836 $ 2,128,275 5,763,986 $ 1,867,025
============= ============= ============= ===========
(a) Except under certain conditions relating to the Company's qualification
as a REIT, the Cumulative Preferred Stock outstanding at June 30, 2004
is not redeemable prior to the dates indicated. On or after the dates
indicated, each series of Cumulative Senior Preferred Stock will be
redeemable, at the option of the Company, in whole or in part, at
$25.00 per share (or depositary share in the case of the Series M
through X, and Series Z, A and B), plus accrued and unpaid dividends.
(b) The Series K Cumulative Preferred Stock was called for redemption in
December 2003 and was redeemed in January 2004 along with the unpaid
distributions from January 1, 2004 through the redemption date.
Accordingly, the redemption value of $115,000,000 was classified as a
liability at December 31, 2003.
(c) Series was redeemed on the date indicated.
(d) On July 15, 2004, the Series M Cumulative Preferred Stock was called
for redemption.
Our Cumulative Preferred Stock, issued in series, has general
preference rights with respect to liquidation and quarterly distributions.
Holders of the preferred stock, except under certain conditions and as
noted below, will not be entitled to vote on most matters. In the event of
a cumulative arrearage equal to six quarterly dividends or failure to
maintain a Debt Ratio (as defined) of 50% or less, holders of all
outstanding series of preferred stock (voting as a single class without
regard to series) will have the right to elect two additional members to
serve on the Company's Board of Directors until events of default have been
cured. At June 30, 2004, there were no dividends in arrears and the Debt
Ratio was 0.6%.
21
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
During the first quarter of 2004, we issued three series of
Cumulative Preferred Stock: Series Y - issued January 2, 2004, net proceeds
$40,000,000, Series Z - issued March 5, 2004, net proceeds $108,756,000,
and Series A - issued March 19, 2004, net proceeds $111,177,000. On June
30, 2004 we issued our Series B Cumulative Preferred Stock for net proceeds
of $105,124,000. In addition during the first quarter of 2004, we redeemed
our Series K (which was called for redemption in December 2003) and Series
L Cumulative Preferred Stock, at par. The total cost of redemption of
Series L was $115,021,000 (including redemption expenses), plus accrued
dividends.
During 2003, we issued our Series W and Series X Cumulative
Preferred Stock: Series W - issued on October 6, 2003, net proceeds of
$128,126,000 and Series X - issued November 13, 2003, net proceeds of
$116,020,000. In addition during 2003, we redeemed our Series B and Series
C Cumulative Preferred Stock, at par, at a total cost of $57,517,000 and
$30,018,000 (including related redemption expenses), respectively. In
December 2003, we called for redemption our Series K Cumulative Preferred
Stock, at par. The total cost of redemption of the Series K was
approximately $115,000,000, plus accrued dividends, on the redemption date,
January 20, 2004.
Equity Stock
------------
The Company is authorized to issue 200,000,000 shares of Equity
Stock. The Articles of Incorporation provide that the Equity Stock may be
issued from time to time in one or more series and gives the Board of
Directors broad authority to fix the dividend and distribution rights,
conversion and voting rights, redemption provisions and liquidation rights
of each series of Equity Stock.
Equity Stock, Series A
----------------------
At June 30, 2004, we had 8,776,102 depositary shares outstanding,
each representing 1/1,000 of a share of Equity Stock, Series A ("Equity
Stock A"). The Equity Stock A ranks on a parity with common stock and
junior to the Cumulative Preferred Stock with respect to general preference
rights and has a liquidation amount which cannot exceed $24.50 per share.
Distributions with respect to each depositary share shall be the lesser of:
(i) five times the per share dividend on our common stock or (ii) $2.45 per
annum. We have no obligation to pay distributions on the depositary shares
if no distributions are paid to common shareholders.
Except in order to preserve the Company's federal income tax
status as a REIT, we may not redeem the depositary shares before March 31,
2010. On or after March 31, 2010, we may, at our option, redeem the
depositary shares at $24.50 per depositary share. If the Company fails to
preserve its federal income tax status as a REIT, the depositary shares
will be convertible at the option of the shareholder into .956 shares of
common stock. The depositary shares are otherwise not convertible into
common stock. Holders of depositary shares vote as a single class with
holders of our common stock on shareholder matters, but the depositary
shares have the equivalent of one-tenth of a vote per depositary share.
Equity Stock, Series AA
-----------------------
In June 1997, we contributed $22,500,000 (225,000 shares) of
equity stock, designated as Equity Stock, Series AA ("Equity Stock AA") to
Diversified Storage Venture Fund, a consolidated partnership.
On June 30, 2004, the Equity Stock, Series AA was retired in
connection with our aforementioned acquisition of the remaining interests
we didn't own in Diversified Storage Venture Fund. For periods prior to
June 30, 2004, the Equity Stock AA was eliminated in consolidation.
22
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Equity Stock, Series AAA
------------------------
In November 1999, we sold $100,000,000 (4,289,544 shares) of
Equity Stock, Series AAA ("Equity Stock AAA") to a newly formed joint
venture (the "Consolidated Development Joint Venture"). We control the
joint venture and consolidate the accounts of the joint venture, and
accordingly the Equity Stock AAA is eliminated in consolidation. The Equity
Stock AAA ranks on a parity with our common stock and junior to the
Cumulative Preferred Stock with respect to general preference rights, and
has a liquidation amount equal to 120% of the amount distributed to each
common share. Annual distributions per share are equal to the lesser of (i)
five times the amount paid per common share or (ii) $2.1564. We have no
obligation to pay distributions on these shares if no distributions are
paid to common shareholders.
Upon liquidation of the Consolidated Development Joint Venture, at
the Company's option either a) each share of Equity Stock AAA shall convert
into 1.2 shares of our common stock or b) the Company can redeem the Equity
Stock AAA at a per share amount equal to 120% of the market price of our
common stock. In addition, if the Company determines that it is necessary
to maintain its status as a Real Estate Investment Trust, subject to
certain limitations it may cause the redemption of shares of Equity Stock
AAA at a per share amount equal to 120% of the market price of our common
stock. The shares are not otherwise redeemable or convertible into shares
of any other class or series of the Company's capital stock. Other than as
required by law, the Equity Stock AAA has no voting rights.
Common Stock
------------
At June 30, 2004, entities consolidated with the Company owned
893,432 common shares of the Company. These shares continue to be legally
issued and outstanding. In the consolidation process, these shares and the
related balance sheet amounts have been eliminated. In addition, these
shares are not included in the computation of weighted average shares
outstanding.
The following chart reconciles the Company's legally issued and
outstanding shares of common stock and the reported outstanding shares of
common stock at June 30, 2004 and December 31, 2003:
Reconciliation of Common Shares Outstanding At June 30, At December 31,
- ------------------------------------------- 2004 2003
------------ ----------------
Legally issued and outstanding shares........ 128,626,296 127,710,466
Less - Shares owned by the Consolidated
Entities that are eliminated in (893,432) (723,732)
consolidation............................
------------ ----------------
Reported issued and outstanding shares....... 127,732,864 126,986,734
============ ================
The Company's Board of Directors authorized the repurchase from
time to time of up to 25,000,000 shares of the Company's common stock on
the open market or in privately negotiated transactions. During the six
months ended June 30, 2004 we purchased 169,700 shares through one of the
Consolidated Entities.
23
Dividends
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
The following table summarizes dividends declared and paid during
the six months ended June 30, 2004:
Distributions Per
Share or Depositary
Share Total Distributions
------------------- -------------------
Preferred Stock:
Series D.............................. $1.188 1,426,000
Series E.............................. $1.250 2,744,000
Series F.............................. $1.219 2,802,000
Series K.............................. $0.109 501,000
Series L ............................. $0.395 1,818,000
Series M.............................. $1.094 2,460,000
Series Q.............................. $1.075 7,418,000
Series R.............................. $1.000 20,400,000
Series S.............................. $0.984 5,660,000
Series T.............................. $0.953 5,800,000
Series U.............................. $0.953 5,720,000
Series V.............................. $0.938 6,468,000
Series W.............................. $0.813 4,306,000
Series X.............................. $0.806 3,870,000
Series Y.............................. $0.852 1,363,000
Series Z.............................. $0.508 2,285,000
Series A.............................. $0.387 1,781,000
Series B.............................. - -
-------------------
76,822,000
Common Stock:
Equity Stock, Series A................ $1.225 10,751,000
Common ............................... $0.900 114,755,000
-------------------
Total dividends.................... $ 202,328,000
===================
The dividend rate on the common stock was $0.45 per common share
and $0.90 per common share for the three and six months ended June 30,
2004, respectively. The dividend rate on the Equity Stock A was $0.6125 per
depositary share and $1.225 per depositary share for the three and six
months ended June 30, 2004, respectively.
10. Segment Information
-------------------
Description of Each Reportable Segment
--------------------------------------
Our reportable segments reflect significant operating activities
that are evaluated separately by management. We have four reportable
segments: self-storage operations, containerized storage operations,
commercial property operations, and tenant reinsurance operations.
The self-storage segment comprises the direct ownership,
development, and operation of traditional storage facilities, and the
ownership of equity interests in entities that own self-storage properties.
The containerized storage operations represent another segment. The
commercial property segment reflects our interest in the ownership,
operation, and management of commercial properties. The vast majority of
the commercial property operations are conducted through PSB, and to a much
lesser extent the Company and certain of its unconsolidated subsidiaries
own commercial space, managed by PSB, within facilities that combine
storage and commercial space for rent. The tenant reinsurance operations
reflect a business segment which reinsures policies against losses to goods
stored by tenants in our self-storage facilities.
24
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Measurement of Segment Profit or Loss
-------------------------------------
We evaluate performance and allocate resources based upon the net
segment income of each segment. Net segment income represents net income in
conformity with accounting principles generally accepted in the United
States and our significant accounting policies as stated in Note 2, before
interest and other income, interest expense, corporate general and
administrative expense, and minority interest in income. The accounting
policies of the reportable segments are the same as those described in the
Summary of Significant Accounting Policies.
Interest and other income, interest expense, corporate general and
administrative expense, and minority interest in income and gains and
losses on sales of real estate assets are not allocated to segments because
management does not utilize them to evaluate the results of operations of
each segment.
Measurement of Segment Assets
-----------------------------
No segment data relative to assets or liabilities is presented,
because management does not consider the historical cost of the Company's
real estate facilities and investments in real estate entities in
evaluating the performance of operating management or in evaluating
alternative courses of action. The only other types of assets that might be
allocated to individual segments are trade receivables, payables, and other
assets which arise in the ordinary course of business, but they are also
not a significant factor in the measurement of segment performance.
Presentation of Segment Information
-----------------------------------
Our income statement provides most of the information required in
order to determine the performance of each of the Company's four segments.
The following tables reconcile the performance of each segment, in terms of
segment revenues and segment income, to our consolidated revenues and net
income. It further provides detail of the segment components of the income
statement item, "Equity in earnings of real estate entities."
The following table reconciles the revenue by segment to the
Company's consolidated revenues:
Three Months Ended Six Months Ended
June 30, June 30,
--------------------------- ------------------------
2004 2003 Change 2004 2003 Change
----------- -------------- ---------- ----------- ------------- ----------
(Dollar amounts in thousands)
Reconciliation of Revenues by Segment:
Self-storage property rentals................ $ 213,072 $ 196,993 $ 16,079 $ 419,117 $ 386,489 $ 32,628
Commercial property rentals.................. 2,836 2,943 (107) 5,531 5,789 (258)
Containerized storage........................ 7,041 8,553 (1,512) 13,647 15,995 (2,348)
Tenant reinsurance........................... 6,093 5,581 512 12,056 10,796 1,260
Interest and other income.................... 2,583 2,879 (296) 3,940 4,578 (638)
----------- -------------- ---------- ----------- ------------- ----------
Total revenues............................... $ 231,625 $ 216,949 $ 14,676 $ 454,291 $ 423,647 $ 30,644
=========== ============== ========== =========== ============= ==========
25
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
The following table reconciles the performance of each segment to
our consolidated net income. It further provides detail of the segment
components of the income statement item, "Equity in earning of real estate
entities."
Three Months Ended
June 30,
------------------------
2004 2003 Change
----------- ---------- ---------- -
(Amounts in thousands)
Reconciliation of Net Income by Segment:
Self-storage
Self-storage net operating income....................... $ 138,590 $126,614 $ 11,976
Self-storage depreciation............................... (43,057) (43,485) 428
Equity in earnings - self - storage property operations. 1,586 1,447 139
Equity in earnings - depreciation (self-storage) ....... (384) (564) 180
Discontinued operations (Note 3) ....................... - 155 (155)
----------- ---------- ---------- -
Total self-storage segment net income............... 96,735 84,167 12,568
----------- ---------- ---------- -
Commercial properties
Commercial properties net operating income.............. 1,771 1,898 (127)
Depreciation and amortization - commercial properties... (574) (674) 100
Equity in earnings - commercial property operations..... 16,601 15,331 1,270
Equity in earnings - depreciation (commercial
properties) ......................................... (7,875) (6,280) (1,595)
----------- ---------- ---------- -
Total commercial property segment net income......... 9,923 10,275 (352)
----------- ---------- ---------- -
Containerized storage
Containerized storage net operating income.............. 2,870 3,279 (409)
Containerized storage depreciation...................... (1,414) (1,522) 108
Discontinued operations (Note 3) ....................... (828) (1,587) 759
----------- ---------- ---------- -
Total containerized storage segment net income...... 628 170 458
----------- ---------- ---------- -
Tenant Reinsurance
Tenant reinsurance net income.......................... 2,343 2,566 (223)
----------- ---------- ---------- -
Other items not allocated to segments
Equity in earnings - general and administrative and
other................................................ (5,523) (935) (4,588)
Interest and other income............................... 2,583 2,879 (296)
General and administrative.............................. (4,572) (4,429) (143)
Interest expense........................................ - (372) 372
Minority interest in income............................. (9,757) (10,770) 1,013
Gain on disposition of real estate...................... - 746 (746)
----------- ---------- ---------- -
Total other items not allocated to segments (17,269) (12,881) (4,388)
----------- ---------- ---------- -
Total consolidated net income...................... $ 92,360 $ 84,297 $ 8,063
=========== ========== ========== =
Six Months Ended
June 30,
------------------------
2004 2003 Change
----------- ----------- ----------
(Amounts in thousands)
Reconciliation of Net Income by Segment:
Self-storage
Self-storage net operating income....................... $ 269,073 $ 250,811 $ 18,262
Self-storage depreciation............................... (87,804) (86,720) (1,084)
Equity in earnings - self - storage property operations. 3,270 2,875 395
Equity in earnings - depreciation (self-storage) ....... (778) (829) 51
Discontinued operations (Note 3) ....................... - 273 (273)
----------- ----------- ----------
Total self-storage segment net income............... 183,761 166,410 17,351
----------- ----------- ----------
Commercial properties
Commercial properties................................... 3,325 3,551 (226)
Depreciation and amortization - commercial properties... (1,159) (1,299) 140
Equity in earnings - commercial property operations..... 33,794 30,031 3,763
Equity in earnings - depreciation (commercial
properties) ......................................... (15,756) (12,309) (3,447)
----------- ----------- ----------
Total commercial property segment net income......... 20,204 19,974 230
----------- ----------- ----------
Containerized storage
Containerized storage net operating income.............. 5,462 6,083 (621)
Containerized storage depreciation...................... (2,852) (3,029) 177
Discontinued operations (Note 3) ....................... (1,258) (1,898) 640
----------- ----------- ----------
Total containerized storage segment net income...... 1,352 1,156 196
----------- ----------- ----------
Tenant Reinsurance
Tenant reinsurance net income.......................... 5,171 5,082 89
----------- ----------- ----------
Other items not allocated to segments
Equity in earnings - general and administrative and
other................................................ (12,068) (6,082) (5,986)
Interest and other income............................... 3,940 4,578 (638)
General and administrative.............................. (10,456) (8,679) (1,777)
Interest expense........................................ (100) (825) 725
Minority interest in income............................. (30,377) (21,438) (8,939)
Gain on disposition of real estate...................... - 760 (760)
----------- ----------- ----------
Total other items not allocated to segments (49,061) (31,686) (17,375)
----------- ----------- ----------
Total consolidated net income...................... $ 161,427 $ 160,936 $ 491
=========== =========== ==========
26
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
11. Stock-Based Compensation
------------------------
Stock Options
-------------
The Company has a 1990 Stock Option Plan (the "1990 Plan") which
provides for the grant of non-qualified stock options. The Company has a
1994 Stock Option Plan (the "1994 Plan"), a 1996 Stock Option and Incentive
Plan (the "1996 Plan") and a 2000 Non-Executive/Non-Director Stock Option
and Incentive Plan (the "2000 Plan"), each of which provides for the grant
of non-qualified options and incentive stock options. (The 1990 Plan, the
1994 Plan, the 1996 Plan and the 2000 Plan are collectively referred to as
the "PSI Plans".) Under the PSI Plans, the Company has granted
non-qualified options to certain directors, officers and key employees to
purchase shares of the Company's common stock at a price equal to the fair
market value of the common stock at the date of grant. Generally, options
under the PSI Plans vest over a three-year period from the date of grant at
the rate of one-third per year and expire (i) under the 1990 Plan, five
years after the date they became exercisable and (ii) under the 1994 Plan,
the 1996 Plan and the 2000 Plan, ten years after the date of grant. The
1996 Plan and the 2000 Plan also provide for the grant of restricted stock
to officers, key employees and service providers on terms determined by an
authorized committee of the Board of Directors.
Accounting principles generally accepted in the United States
permit, but do not require, companies to recognize compensation expense for
stock-based awards based on their fair value at date of grant, which is
then amortized as compensation expense over the vesting period (the "Fair
Value Method"). Companies can also elect to disclose, but not recognize as
an expense, stock option expense when stock options are granted to
employees at an exercise price equal to the market price at the date of
grant (the "APB 25 Method").
For periods prior to December 31, 2001, we utilized the APB 25
Method of accounting for employee stock options. As of January 1, 2002, we
adopted the Fair Value Method, and have elected to use the prospective
method of transition, whereby the Company applies the recognition
provisions of the Fair Value Method to all stock options granted after the
beginning of the year in which the Company adopts such method. Accordingly,
we recognize compensation expense in our income statement using the Fair
Value Method only with respect to stock options issued after January 1,
2002.
For the three and six months ended June 30, 2004, we recorded
$170,000 and $289,000 in stock option compensation expense, respectively,
related to options granted after January 1, 2002. For the same periods in
2003 we recorded $100,000 and $199,000, respectively. The fair value of
each option grant is estimated on the date of the grant using the
Black-Scholes option pricing model. The estimated average value of stock
options granted in the first six months of 2004 was based upon an estimated
life of 5 years, a risk-free rate of 3.26%, an expected dividend yield of
7%, and expected volatility of 0.202.
If we had recorded stock option expense applying the Fair Value
Method to all awards, we would have recognized an additional $291,000 and
$1,409,000 for the six months ended June 30, 2004 and 2003, respectively,
in stock option compensation expense. Basic earnings per share would have
been $0.55 and $0.58 for the six months ended June 30, 2004 and 2003,
respectively. Diluted earnings per share would have been $0.54 and $0.58
for the six months ended June 30, 2004 and 2003, respectively.
27
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Restricted Stock Units
----------------------
Restricted stock units vest over a five-year period from the date
of grant at the rate of one-fifth per year. The employee receives
additional compensation equal to the per-share dividends received by common
shareholders. Upon vesting, the employee receives regular common shares
equal to the number of vested restricted stock units in exchange for the
units. The total value of each restricted stock unit grant, based upon the
market price of the Company's common stock at the date of grant, combined
with the estimated payroll taxes and other payroll burden costs to be
incurred upon vesting, is amortized over the vesting period as compensation
expense. Outstanding restricted stock units are included on a one-for-one
basis in the Company's diluted weighted average shares, less a reduction
for the treasury stock method applied to the average cumulative measured
but unrecognized compensation expense during the period.
At June 30, 2004, approximately 300,000 restricted stock units
were outstanding. A total of $583,000 and $1,117,000 in restricted stock
expense was recorded for the three and six months ended June 30, 2004,
which includes amortization of the fair value of the grant reflected as an
increase to paid-in capital, as well as accrued estimated burden to be
incurred upon vesting.
12. Related Party Transactions
--------------------------
Relationships and Transactions with the Hughes Family
-----------------------------------------------------
B. Wayne Hughes, Chairman of the Board of Directors, and his
family (the "Hughes Family") have ownership interests in, and operate,
approximately 38 self-storage facilities in Canada under the name "Public
Storage." We currently do not own any interests in these facilities nor do
we own any facilities in Canada. The Hughes Family owns approximately 36%
of our common stock outstanding at June 30, 2004. We have a right of first
refusal to acquire the stock or assets of the corporation engaged in the
operation of the 38 self-storage facilities in Canada if the Hughes family
or the corporation agrees to sell them. However, we have no interest in the
operations of this corporation, have no right to acquire this stock or
assets unless the Hughes family decides to sell, and receive no benefit
from the profits and increases in value of the Canadian self-storage
facilities.
Prior to December 31, 2003, our personnel were engaged in the
supervision and the operation of these 38 self-storage facilities and
provided certain administrative services for the Canadian owners, and
certain other services, primarily tax services, with respect to certain
other Hughes Family interests. The Hughes Family and the Canadian owners
reimbursed us at cost for these services, amounting to $214,000 and
$482,000 for the three and six months ended June 30, 2003, respectively
(none for the six months ended June 30, 2004). There have been conflicts of
interest in allocating the time of our personnel between our properties,
the Canadian properties, and certain other Hughes Family interests. The
sharing of personnel and systems with the Canadian entities was
substantially discontinued by December 31, 2003. The Canadian entities
claim that the Company owes them CND $653,424, representing the amount
charged to them for the development of certain systems that they no longer
utilize. This amount has been accrued on the Company's financial statements
for the six months ended June 30, 2004.
In November 1999, we formed the Consolidated Development Joint
Venture with a joint venture partner whose partners include an
institutional investor and Mr. Hughes. This transaction is discussed more
fully in Note 8.
The Company, through subsidiaries, continues to reinsure risks
relating to loss of goods stored by tenants in the 38 self-storage
facilities in Canada. The Company had acquired the tenant insurance
business in December 31, 2001 through its acquisition of PSIC.
28
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
PS Business Parks, Inc.
-----------------------
Ronald L. Havner Jr., our Vice-chairman and Chief Executive
Officer, is also chairman of PSB and was CEO of PSB until August 12, 2003.
For 2003 services, Mr. Havner was compensated by PSB, as well as by the
Company.
Pursuant to a cost-sharing and administrative services agreement,
PSB reimburses the Company for certain administrative services. PSB's share
of these costs totaled approximately $85,000 for each of the three months
ended June 30, 2004 and 2003 and $170,000 for each of the six months ended
June 30, 2004 and 2003, and were computed in accordance with a methodology
intended to fairly allocate these costs.
PSB manages certain of the commercial facilities owned by the
Company pursuant to management agreements for a management fee equal to 5%
of revenues. The Company paid a total of $144,000 and $282,000 for the
three and six months ended June 30, 2004, respectively, as compared to
$103,000 and $243,000, respectively, for the same periods in 2003, in
management fees with respect to PSB's property management services.
In December 2003, the Company loaned $100,000,000 to PSB. This
loan bore interest at the rate of 1.45% per year. This loan, which was
fully repaid by March 8, 2004, was included in Notes Receivable at December
31, 2003. For the six months ended June 30, 2004, we recorded approximately
$127,000 of interest income with respect to this loan.
STOR-Re Mutual Insurance Company, Inc.
--------------------------------------
STOR-Re, an entity that is consolidated by the Company and is
partially owned by PSB (approximately 4.0%) and the Unconsolidated Entities
(collectively 3.7%) and the owners of the Canadian self-storage facilities
(approximately 2.2%), provide limited property and liability insurance to
PSB and the owners of the Canadian self-storage facilities at commercially
competitive rates for losses occurring prior to April 1, 2004. PSB and the
Company utilized unaffiliated insurance carriers to provide property and
liability insurance in excess of STOR-Re's limitations. Effective April 1,
2004, PSB and the owners of the Canadian self-storage facilities have
obtained their own insurance coverage independent from the Company for
losses occurring after March 31, 2004.
At June 30, 2004, the Canadian entities owed STOR-Re USD $63,526
for insurance premiums in respect of periods prior to April 1, 2004.
13. Recent Accounting Pronouncements
--------------------------------
Accounting for Certain Financial Instruments with Characteristics of both
---------------------------------------------------------------------------
Liabilities and Equity
----------------------
In May 2003, the FASB issued Statement of Financial Accounting
Standards No. 150 - "Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity" ("SFAS No. 150"). This
statement prescribes reporting standards for financial instruments that
have characteristics of both liabilities and equity. This standard
generally indicates that certain financial instruments that give the issuer
a choice of settling an obligation with a variable number of securities or
settling an obligation with a transfer of assets, any mandatorily
redeemable security, and certain put options and forward purchase
contracts, should be classified as a liability on the balance sheet. With
the exception of minority interests, described below, we implemented SFAS
No. 150 on July 1, 2003, and the adoption had no impact on our financial
statements.
29
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
The provisions of SFAS No. 150 indicate certain minority interests
in consolidated entities are to be classified as liabilities at fair value.
However, on October 29, 2003, the FASB decided to defer indefinitely the
implementation of SFAS No. 150 as it relates to these minority interests.
Assuming the FASB had not deferred the implementation of SFAS 150
as it relates to minority interests, the impact on the Company's balance
sheet at June 30, 2004 would have been to reclassify the Company's minority
interests described in Note 8 as the "Consolidated Development Joint
Venture and the "Other Consolidated Partnerships", as liabilities at their
estimated fair value. Such adoption would reduce the Company's common
minority interest by approximately $115,218,000 and increase liabilities by
$320,561,000, representing the estimated settlement value of these minority
interests at June 30, 2004.
FASB Interpretation No. 46 - Consolidation of Variable Interest Entities
------------------------------------------------------------------------
In January 2003, the FASB issued FASB Interpretation No. 46 -
"Consolidation of Variable Interest Entities, an interpretation of
Accounting Research Bulletin No. 51." This interpretation explains how to
identify variable interest entities and how an enterprise assesses its
interests in a variable interest entity to decide whether to consolidate
that entity. In general, a variable interest entity is a corporation,
partnership, trust, or any other legal structure used for business purposes
that either (a) does not have equity investors with voting rights, or (b)
has equity investors that do not provide sufficient financial resources for
the entity to support its activities. We adopted this statement effective
January 1, 2004 and the adoption had no effect.
14. Commitments and Contingencies
-----------------------------
LEGAL MATTERS
Serrao v. Public Storage, Inc. (filed April 2003)
--------------------------------------------------
(Superior Court - Orange County)
--------------------------------
The plaintiff in this case filed a suit against the Company on
behalf of a putative class of renters who rented self-storage units from
the Company. Plaintiff alleges that the Company 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,
the Company cannot presently determine the potential damages, if any, or
the ultimate outcome of this litigation. On November 3, 2003, the court
granted the Company's motion to strike the plaintiff's nationwide class
allegations and to limit any putative class to California residents only.
The Company is vigorously contesting the claims upon which this lawsuit is
based including class certification efforts.
30
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
Salaam et al v. Public Storage, Inc. (filed February 2000)
----------------------------------------------------------
(Superior Court - Los Angeles County)
-------------------------------------
The plaintiffs in this case are suing the Company on behalf of a
putative 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. On
December 1, 2003, the California Court of Appeals affirmed the Supreme
Court's 2002 denial of plaintiff's motion for class certification. The
maximum potential liability cannot be estimated, but can only be increased
if claims are permitted to be brought on behalf of others under the
California Unfair Business Practices Act. The affirmation of the denial of
class certification does not address the claim under the California Unfair
Business Practices Act.
The Company is continuing to vigorously contest the claims in this
case and intends to resist any expansion beyond the named plaintiffs,
including by opposing claims on behalf of others under the California
Unfair Business Practices Act. The Company cannot presently determine the
potential damages, if any, or the ultimate outcome of this litigation.
Gustavson et al. v. Public Storage, Inc. (filed June 2003)
----------------------------------------------------------
(Superior Court - Los Angeles County)
-------------------------------------
In November 2002, a shareholder of the Company made a demand on
the Board of Directors that challenged the fairness of the Company's
acquisition of PS Insurance Company, Ltd. ("PSIC") and demanded that the
Board recover the profits earned by PSIC from November 1995 through
December 2001 and that the entire purchase price paid by the Company for
PSIC in excess of PSIC's net assets be returned to the Company.
The contract to acquire PSIC was approved by the independent
directors of the Company in March 2001, and the transaction was closed in
December 2001. PSIC was formerly owned by B. Wayne Hughes, currently the
Chairman of the Board (and in 2001 also the Chief Executive Officer) of the
Company, B. Wayne Hughes, Jr., currently a director (and in 2001 also an
officer) of the Company and Tamara H. Gustavson, who in 2001 was an officer
of the Company. In exchange for the Hughes family's shares in PSIC, the
Company issued to them 1,439,765 shares of common stock (or a net of
1,138,733 shares, after taking into account 301,032 shares held by PSIC).
The shareholder has threatened litigation against the Hughes
family and the directors of the Company arising out of this transaction and
alleged a pattern of deceptive disclosures with respect to PSIC since 1995.
In December 2002, the Board held a special meeting to authorize an inquiry
by its independent directors to review the fairness to the Company's
shareholders of its acquisition of PSIC and the ability of the Company to
have started its own tenant reinsurance business in 1995. The Company
believes that, prior to the effectiveness in 2001 of the federal REIT
Modernization Act and corresponding California legislation that authorized
the creation and ownership of "taxable REIT subsidiaries," the ownership by
the Company of a reinsurance business relating to its tenants would have
jeopardized the Company's status as a REIT and that other REITs faced
similar concerns about tenant insurance programs.
In June 2003, the Hughes family filed a complaint for declaratory
relief relating to the Company's acquisition of PSIC naming the Company as
defendant. The Hughes family is seeking that the court make (i) a binding
declaration that the Company either is not entitled to recover profits or
other moneys earned by PSIC from November 1995 through December 2001; or
alternatively the amounts that the Hughes family should be ordered to
surrender to the Company if the court determines that the Company is
entitled to recover any such profits or moneys; and (ii) a binding
declaration either that the Company cannot establish that the acquisition
agreement was not just and reasonable as to the Company at the time it was
authorized, approved or ratified; or alternatively the amounts that the
Hughes family should surrender to the Company, if the court determines that
the agreement was not just and reasonable to the Company at that time. The
Hughes family is not seeking any payments from the Company. In the event of
a determination that the Hughes family is obligated to pay certain amounts
to the Company, the complaint states that they have agreed to be bound by
that determination to pay such amounts to the Company.
31
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
In July 2003 the Company filed an answer to the Hughes family's
complaint requesting a final judicial determination of the Company's rights
of recovery against the Hughes family in respect of PSIC. In September
2003, by order of the Superior Court, Justice Malcolm Lucas, a former chief
justice of the California Supreme Court, was appointed to try the case.
Discovery is proceeding and it is expected that by the end of September
2004, Justice Lucas will set a trial date for the matter. We believe that
the lawsuit by the Hughes family will ultimately resolve matters relating
to PSIC and will not have any financially adverse effect on the Company
(other than the costs and other expenses relating to the lawsuit).
Other Items
-----------
We 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 impact upon
the operations or financial position of the Company.
INSURANCE AND LOSS EXPOSURE
Our facilities have historically carried comprehensive insurance,
including fire, earthquake, liability and extended coverage through STOR-Re
and PSIC-H, our captive insurance programs, and insure portions of these
risks through nationally recognized insurance carriers. Our captive
insurance programs also insure affiliates of the Company.
The Company, STOR-Re, PSIC-H, and its affiliates' maximum
aggregate annual exposure for losses that are below the deductibles set
forth in the third-party insurance contracts, assuming multiple significant
events occur, is approximately $30 million. In addition, if losses exhaust
the third-party insurers' limit of coverage of $125,000,000 for property
coverage and $101,000,000 for general liability, our exposure could be
greater. These limits are higher than estimates of maximum probable losses
that could occur from individual catastrophic events (i.e. earthquake and
wind damage) determined in recent engineering and actuarial studies.
Our tenant insurance program, operating through PSIC through March
31, 2004 and through PSIC-H beginning April 1, 2004, reinsures policies
against claims for losses to goods stored by tenants at our self-storage
facilities. We reinsure our risks with third-party insurers from any
individual event that exceeds a loss of $500,000, up to the policy limit of
$10,000,000.
DEVELOPMENT OF REAL ESTATE FACILITIES
We currently have 37 projects in our development pipeline,
including 10 newly developed self-storage facilities and expansions to 27
existing self-storage facilities, with total estimated development costs of
$154,260,000, of which $37,432,000 has been spent through June 30, 2004.
Development of these facilities is subject to contingencies.
ACQUISITION OF REAL ESTATE FACILITIES
No facilities were acquired from third parties during the second
quarter of 2004. As of August 5, 2004, we had acquired three facilities
for an aggregate of approximately $12.2 million.
In addition, we have contracts to acquire a total of 33 existing
self-storage facilities in six states at an aggregate cost, of $133.6
million, consisting of a combination of cash, senior securities, and
assumption of debt. Each of these contracts is subject to significant
contingencies, and there is no assurance that any of the remaining
facilities will be acquired.
32
PUBLIC STORAGE, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
June 30, 2004
(Unaudited)
15. Subsequent Events
-----------------
On July 15, 2004, we called for redemption all of the outstanding
shares of our 8.75% Cumulative Preferred Stock, Series M, at $25 per share
plus accrued dividends. The redemption will be completed on August 17,
2004.
In July, 2004, we acquired three facilities, in separate
transactions from third parties, an aggregate of 213,000 square feet, for
an aggregate cost of approximately $12.2 million.
33
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction
with our consolidated 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
Company to be materially different from those expressed or implied in the
forward looking statements. Such factors are described in Item 2A, "Risk
Factors" and include changes in general economic conditions and in the markets
in which the Company 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 Company's facilities;
difficulties in the Company's ability to evaluate, finance and integrate
acquired and developed properties into the Company's existing operations and to
fill up those properties, which could adversely affect the Company's
profitability; the impact of the regulatory environment as well as national,
state, and local laws and regulations including, without limitation, those
governing Real Estate Investment Trusts, which could increase the Company's
expense and reduce the Company's cash available for distribution; consumers'
failure to accept the containerized storage concept which would reduce the
Company's profitability; difficulties in raising capital at reasonable rates,
which would impede the Company's ability to grow; delays in the development
process, which could adversely affect the Company's profitability; 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.
CRITICAL ACCOUNTING POLICIES
QUALIFICATION AS A REIT - INCOME TAX EXPENSE: We believe that we have
been organized and operated, and we intend to continue to operate, as a
qualifying Real Estate Investment Trust ("REIT") under the Internal Revenue Code
and applicable state laws. A qualifying REIT generally does not pay corporate
level income taxes on its taxable income that is distributed to its
shareholders, and accordingly, we do not pay or record as an expense income tax
on the share of our taxable income that is distributed to shareholders.
Given the complex nature of the REIT qualification requirements, the
ongoing importance of factual determinations and the possibility of future
changes in our circumstances, we cannot provide any assurance that we actually
have satisfied or will satisfy the requirements for taxation as a REIT for any
particular taxable year. For any taxable year that we fail or have failed to
qualify as a REIT and applicable relief provisions did not apply, we would be
taxed at the regular corporate rates on all of our taxable income, whether or
not we made or make any distributions to our shareholders. Any resulting
requirement to pay corporate income tax, including any applicable penalties or
interest, could have a material adverse impact on our financial condition or
results of operations. Unless entitled to relief under specific statutory
provisions, we also would be disqualified from taxation as a REIT for the four
taxable years following the year during which qualification was lost. There can
be no assurance that we would be entitled to any statutory relief.
IMPAIRMENT OF LONG-LIVED ASSETS: Substantially all of our assets
consist of long-lived assets, including real estate, assets associated with the
containerized storage business, goodwill, and other intangible assets. We
evaluate our goodwill for impairment on an annual basis, and on a quarterly
basis evaluate other long-lived assets for impairment. As described in Note 2 to
the consolidated financial statements, the evaluation of goodwill for impairment
entails valuation of the reporting unit to which goodwill is allocated, which
involves significant judgment in the area of projecting earnings, determining
appropriate price-earnings multiples, and discount rates. In addition, the
evaluation of other long-lived assets for impairment requires determining
whether indicators of impairment exist, which is a subjective process. When any
indicators of impairment are found, the evaluation of such long-lived assets
then entails projections of future operating cash flows, which also involves
significant judgment. We identified an impairment charge as of June 30, 2004
related to our plan to close a containerized storage facility - see Note 3 to
the consolidated financial statements. Future events, or facts and circumstances
that currently exist, that we have not yet identified, could cause us to
conclude in the future that other long lived assets are impaired. Any resulting
impairment loss could have a material adverse impact on our financial condition
and results of operations.
34
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.
ESTIMATED LEVEL OF RETAINED RISK LIABILITIES: As described in Notes 2
and 14 to the consolidated financial statements, we retain certain risks with
respect to property perils, legal liability, and other such risks. In connection
with our retention of these risks, we accrue losses based upon our estimated
level of losses incurred using certain actuarial assumptions followed in the
insurance industry and based upon our experience. While we believe that the
amounts of the accrued losses are adequate, the ultimate liability may be in
excess of or less than the amounts provided.
ACCRUALS FOR CONTINGENCIES: We are exposed to business and legal
liability risks with respect to events that have occurred, but in accordance
with accounting principles generally accepted in the United States, 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 Note 14 to the consolidated financial
statements.
ACCRUALS FOR OPERATING EXPENSES: We accrue for property tax expense and
other operating expenses based upon estimates and historical trends and current
and anticipated local and state government rules and regulations. If these
estimates and assumptions are incorrect, our expenses could be misstated. Cost
of operations, interest expense, general and administrative expense, as well as
television, yellow page, and other advertising expenditures are expensed as
incurred. Accordingly, the amounts incurred in an interim period may not be
indicative of the amounts to be incurred in a full year.
35
RESULTS OF OPERATIONS
OPERATING RESULTS FOR THE QUARTER ENDED JUNE 30, 2004:
- ------------------------------------------------------
Net income for the three months ended June 30, 2004 was $92,360,000
compared to $84,297,000 for the same period in 2003, representing an increase of
$8,063,000 or 9.6%. This increase is primarily due to improved operations of our
Consistent Group of self-storage facilities, improved operations of our newly
developed facilities as they have continued to increase their occupancies, and a
decrease in income allocable to minority interests as a result of our
restructuring of $200 million of our Series N preferred partnership units. These
items were partially offset by the impact of lower equity in earnings from our
investment in PS Business Parks ("PSB"), primarily due to higher depreciation
expense associated with PSB's acquisition of significant real estate assets
during the fourth quarter of 2003 and a gain recorded by PSB in the quarter
ended June 30, 2003.
Net income allocable to our common shareholders (after allocating net
income to our preferred and equity shareholders) was $48,204,000 or $0.37 per
common share on a diluted basis (based on 128,548,000 weighted average diluted
common equivalent shares) for the three months ended June 30, 2004 compared to
$42,122,000 or $0.33 per common share (restated for the application of EITF
Topic D-42, as discussed below) on a diluted basis (based on 125,854,000
weighted average diluted common equivalent shares) for the same period in 2003,
representing an increase of 12.1% on a per share basis. The increase to net
income allocable to common shareholders and earnings per common diluted share
are due to the impact of the factors described above with respect to net income
partially offset by an increase in net income allocated to our preferred
shareholders.
For the three months ended June 30, 2004 and 2003, we allocated
$38,780,000 and $35,699,000 of our net income respectively, to our preferred
shareholders based on their distributions. During the third quarter of 2003, we
implemented the Securities and Exchange Commission's clarification of Emerging
Issues Task Force Topic D-42, "The Effect on the Calculation of Earnings per
Share for the Redemption or Induced Conversion of Preferred Stock" (this
clarification is referred to hereinafter as "EITF Topic D-42"). In a restatement
of amounts previously reported, for the three months ended June 30, 2003, we
recorded an additional allocation of net income to our preferred shareholders
and a corresponding reduction of net income allocation to our common
shareholders of $1,100,000 or $0.01 per common share with respect to our
redemption of our Series C Preferred stock. For the three months ended June 30,
2004, no preferred securities were redeemed.
Weighted average diluted shares increased from 125,854,000 for the
three months ended June 30, 2003 to 128,548,000 for the three months ended June
30, 2004 due primarily to the exercise of employee stock options.
OPERATING RESULTS FOR THE SIX MONTHS ENDED JUNE 30, 2004:
- ---------------------------------------------------------
Net income for the six months ended June 30, 2004 was $161,427,000
compared to $160,936,000 for the same period in 2003, representing an increase
of $491,000 or 0.3%. This increase is primarily due to improved operations of
our Consistent Group of self-storage facilities, improved operations of our
newly developed facilities as they have continued to increase their occupancies,
and a decrease in income allocable to minority interests as a result of our
restructuring of $200 million of our Series N preferred partnership units. This
increase is partially offset by an increase in the allocation of income to
minority interest of $10,063,000 attributable to the restructuring of our
preferred partnership interests and increased general and administrative expense
attributable primarily to increased stock-based compensation expense. Net income
was also negatively impacted by decreased equity in earnings from PSB, which is
attributable primarily to increased depreciation expense associated with PSB's
acquisition of significant real estate assets during the fourth quarter of 2003
combined with our pro-rata share of PSB's accounting with respect to EITF Topic
D-42 in connection with the redemption of preferred securities redeemed during
the six months ended June 30, 2004.
36
Net income allocable to our regular common shareholders (after
allocating net income to our preferred and equity shareholders), was $70,131,000
or $0.55 per common share on a diluted basis (based on 128,375,000 weighted
average diluted common equivalent shares) for the six months ended June 30, 2004
compared to $74,067,000 (restated for the application of EITF Topic D-42) or
$0.59 per common share on a diluted basis (based on 125,536,000 weighted average
diluted common equivalent shares) for the same period in 2003, representing a
decrease of 5.3% in the aggregate or 6.8% on a per share basis. The decrease to
our net income allocable to common shareholders and earnings per common diluted
share are primarily due to an increase in net income allocated to our preferred
shareholders based upon distributions paid.
For the six months ended June 30, 2004 and 2003, we allocated
$76,822,000 and $72,721,000 of our net income respectively, to our preferred
shareholders based on their distributions. In addition, for the six months ended
June 30, 2004, we allocated a total of $3,723,000 ($0.03 per diluted common
share) to our preferred shareholders due the application of EITF Topic D-42 with
respect to our redemption of our Series L preferred stock. In a restatement of
amounts previously reported, for the six months ended June 30, 2003, we recorded
an allocation of net income to our preferred shareholders of $3,397,000 ($0.03
per diluted common share) due to the application of EITF Topic D-42 with respect
to the redemption of our Series B and C preferred stock.
Weighted average diluted shares increased from 125,536,000 for the six
months ended June 30, 2003 to 128,375,000 for the six months ended June 30, 2004
due primarily to the exercise of employee stock options.
REAL ESTATE OPERATIONS
SELF-STORAGE OPERATIONS: Our self-storage operations are by far the
largest component of our operations, representing approximately 93% of our total
revenues generated for the six months ended June 30, 2004. As a result of
acquisitions and development of self-storage facilities, year over year
comparisons as presented on the consolidated statements of income with respect
to our self-storage operations are not meaningful.
To enhance year over year comparisons, the following table summarizes,
and the ensuing discussion describes, the operating results of (i) 1,194
self-storage facilities that are reflected in the financial statements on a
stabilized basis since January 1, 2002 (the "Consistent Group"), (ii) 64
facilities that were acquired since January 1, 2000 ( the "Acquired
Facilities"), (iii) 41 facilities that were owned prior to January 1, 2002 but
were not stabilized due primarily to expansions in their net rentable square
footage (the "Expansion Facilities") and (iv) 80 newly-developed facilities that
were opened after January 1, 2000 (the "Developed Facilities"):
37
SELF - STORAGE OPERATIONS SUMMARY: Three Months Ended June 30, Six Months Ended June 30
- ---------------------------------- ------------------------------------- -------------------------------------
Percentage Percentage
2004 2003 Change 2004 2003 Change
----------- ----------- ----------- ------------ ----------- -----------
(Amounts in thousands)
Revenues (a):
Consistent Group (b)................ $ 180,594 $ 171,431 5.3% $ 356,517 $ 337,252 5.7%
Acquired Facilities (c)............. 12,432 11,275 10.3% 24,377 22,074 10.4%
Expansion Facilities (d)............ 6,912 5,992 15.4% 13,516 11,872 13.8%
Developed Facilities (e)............ 13,134 8,295 58.3% 24,707 15,291 61.6%
----------- ----------- ----------- ------------ ----------- -----------
Total rental income............... 213,072 196,993 8.2% 419,117 386,489 8.4%
----------- ----------- ----------- ------------ ----------- -----------
Cost of operations:
Consistent Group.................... 61,936 59,270 4.5% 124,958 114,649 9.0%
Acquired Facilities................. 4,211 4,215 (0.1%) 8,391 7,967 5.3%
Expansion Facilities................ 2,567 2,506 2.1% 5,085 4,734 7.2%
Developed Facilities................ 5,768 4,388 31.4% 11,610 8,328 39.4%
----------- ----------- ----------- ------------ ----------- -----------
Total cost of operations............ 74,482 70,379 5.8% 150,044 135,678 10.6%
----------- ----------- ----------- ------------ ----------- -----------
Net operating income (before depreciation):
Consistent Group.................... 118,658 112,161 5.8% 231,559 222,603 4.0%
Acquired Facilities................. 8,221 7,060 16.4% 15,986 14,107 13.3%
Expansion Facilities................ 4,345 3,486 24.9% 8,431 7,138 18.3%
Developed Facilities................ 7,366 3,907 88.5% 13,097 6,963 88.1%
----------- ----------- ----------- ------------ ----------- -----------
Total net operating income.......... 138,590 126,614 9.5% 269,073 250,811 7.3%
Depreciation.......................... (43,057) (43,485) (1.0)% (87,804) (86,720) 1.3%
----------- ----------- ----------- ------------ ----------- -----------
Operating Income.................... $ 95,533 $ 83,129 14.9% $ 181,269 $ 164,091 10.5%
=========== =========== =========== ============ =========== ===========
Number of self-storage facilities (at end
of period):............................. 1,379 1,367 0.1% 1,379 1,365 0.1%
Net rentable square feet (at end of period
- - in thousands):........................ 83,508 82,516 1.2% 83,508 82,516 1.2 %
(a) Revenue includes late charges and administrative fees and is net of
promotional discounts given. Rental income does not include retail sales,
truck rental income or tenant insurance revenues generated at the
facilities.
(b) The Consistent Group includes 1,194 facilities containing 69,402,000 net
rentable square feet that have been owned prior to January 1, 2002, and
operated at a mature, stabilized occupancy level since January 1, 2002.
(c) The Acquired Facilities includes 64 facilities containing 3,975,000 net
rentable square feet that were acquired after January 1, 2000, that were
substantially all mature, stabilized facilities at the time of their
acquisition.
(d) The Expansion Facilities includes 41 facilities containing 4,064,000 net
rentable square feet (of which 730,000 square feet is industrial space
developed for containerized storage activities). These facilities were
owned since January 1, 2002, however, operating results are not comparable
throughout the periods presented due primarily to expansions in their net
rentable square feet or their conversion into Combination Facilities
(described below). Since January 1, 2000, we completed construction on
expansion projects to these facilities with a total cost of $74.5 million.
(e) The Developed Facilities includes 80 facilities containing 6,067,000 net
rentable square feet (of which 497,000 square feet is industrial space
initially developed for use in containerized storage activities, see
"Containerized Storage" and "Discontinued Operations"). These facilities
were developed and opened since January 1, 2000 at a total cost of $564.3
million.
Self-Storage Operations - Consistent Group
We increased the number of facilities included in the Consistent Group
of facilities from 1,164 at December 31, 2003 to 1,194 facilities. The increase
in the Consistent Group's pool of facilities is due to the inclusion of 30
facilities that were previously in the Acquired Facilities, Developed
Facilities, or the Expansion Facilities, because they had reached stabilization
and had been owned at January 1, 2002.
38
As a result of the change in the Consistent Group, the relative
weighting of markets has changed. Accordingly, comparisons should not be made
between information presented in 2003 for the Consistent Group pool of 1,164
facilities and the current Consistent Group pool of 1,194 facilities in order to
identify trends in occupancies, realized rents per square foot, or operating
results.
The Consistent Group consists of facilities that have operated at a
stabilized level of operations since January 1, 2002. This group of facilities
contains approximately 69,402,000 net rentable square feet, representing
approximately 83% of the aggregate net rentable square feet of our self-storage
portfolio. Revenues and operating expenses with respect to this group of
properties are set forth in the above Self-Storage Operations table under the
caption, "Consistent Group." The following table sets forth additional operating
data with respect to the Consistent Group of facilities:
CONSISTENT GROUP Three Months Ended June 30,
---------------- ----------------------------------------
Percentage
2004 2003 Change
----------- ------------ -------------
(Dollar amounts in thousands except weighted average amounts)
Revenues:
Rental income, net of discounts................ $ 172,883 $ 164,512 5.1%
Late charges and administrative fees collected. 7,711 6,919 11.4%
----------- ------------ -------------
Total revenues................................. 180,594 171,431 5.3%
Cost of operations:
Property taxes................................. 15,834 15,063 5.1%
Direct property payroll........................ 13,989 13,922 0.5%
Cost of managing facilities.................... 5,648 5,094 10.9%
Advertising and promotion...................... 5,202 5,988 (13.1%)
Utilities...................................... 4,279 4,010 6.7%
Repairs and maintenance........................ 5,516 4,605 19.8%
Telephone reservation center................... 2,712 2,481 9.3%
Property insurance............................. 2,354 2,520 (6.6%)
Other.......................................... 6,402 5,587 14.6%
----------- ------------ -------------
Total cost of operations....................... 61,936 59,270 4.5%
----------- ------------ -------------
Net operating income before depreciation......... 118,658 112,161 5.8%
Depreciation..................................... (34,579) (36,141) (4.3)%
----------- ------------ -------------
Operating income................................. $ 84,079 $ 76,020 10.6%
=========== ============ ============
Gross margin (before depreciation)............... 65.7% 65.4% 0.5%
Weighted average for the period:
Square foot occupancy (a)..................... 91.4% 89.2% 2.5%
Realized annual rent per occupied square foot $ 10.90 $ 10.63 2.5%
(b).........................................
REVPAF (c).................................... $ 9.96 $ 9.48 5.1%
Weighted average at June 30:
Square foot occupancy.........................
In place annual rent per occupied square foot
(d)........................................
Total net rentable square feet (in thousands)....
CONSISTENT GROUP Six Months Ended June 30,
---------------- -----------------------------------------
Percentage
2004 2003 Change
----------- ------------ -----------
(Dollar amounts in thousands except weighted average amounts)
Revenues:
Rental income, net of discounts................ $ 341,046 $ 323,733 5.3%
Late charges and administrative fees collected. 15,471 13,519 14.4%
----------- ------------ -----------
Total revenues................................. 356,517 337,252 5.7%
Cost of operations:
Property taxes................................. 33,323 31,797 4.8%
Direct property payroll........................ 27,761 26,873 3.3%
Cost of managing facilities.................... 11,473 10,266 11.8%
Advertising and promotion...................... 10,418 9,589 8.6%
Utilities...................................... 8,579 7,906 8.5%
Repairs and maintenance........................ 10,522 8,406 25.2%
Telephone reservation center................... 5,296 4,753 11.4%
Property insurance............................. 4,499 3,950 13.9%
Other.......................................... 13,087 11,109 17.8%
----------- ------------ -----------
Total cost of operations....................... 124,958 114,649 9.0%
----------- ------------ -----------
Net operating income before depreciation......... 231,559 222,603 4.0%
Depreciation..................................... (70,980) (71,948) (1.3)%
----------- ------------ -----------
Operating income................................. $ 160,579 $ 150,655 6.6%
=========== ============ ===========
Gross margin (before depreciation)............... 65.0% 66.0% (1.5)%
Weighted average for the period:
Square foot occupancy (a)..................... 90.5% 87.0% 4.0%
Realized annual rent per occupied square foot $ 10.86 $ 10.72 1.3%
(b).........................................
REVPAF (c).................................... $ 9.83 $ 9.33 5.3%
Weighted average at June 30:
Square foot occupancy......................... 91.3% 91.3% -
In place annual rent per occupied square foot $ 12.12 $ 11.68 3.8%
(d)........................................
Total net rentable square feet (in thousands).... 69,402 69,402 -
(a) Square foot occupancies represent weighted average occupancy levels over
the entire period.
(b) Realized annual rent per occupied square foot is computed by annualizing
the result of dividing annualized rental income, net of discounts by the
weighted average occupied square footage for the period. Realized rents per
square foot take into consideration promotional discounts, bad debt costs,
credit card fees and other costs which reduce rental income from the
contractual amounts due.
(c) Annualized revenue per available square foot ("REVPAF") represents
annualized rental income, net of discounts divided by total available net
rentable square feet.
(d) In place annual rent per occupied square foot represents contractual rents
per occupied square foot without reductions for promotional discounts.
39
During the second quarter of 2004, net operating income before
depreciation for the Consistent Group facilities increased 5.8% as compared to
the same period in 2003, due to the following:
o REVPAF increased 5.1% from $9.48 per square foot in the second quarter
of 2003 to $9.96 in the second quarter of 2004. This was attributable
to a 2.5% increase in weighted average occupancy levels from 89.2% in
the second quarter of 2003 to 91.4% in the second quarter of 2004. In
addition, realized annual rent per occupied square foot increased 2.5%
from $10.63 in the second quarter of 2003 to $10.90 in the second
quarter of 2004.
o The impact of the increase in REVPAF was partially offset by a 4.5%
increase in operating expenses from $59.3 million in the second quarter
of 2003 to $61.9 million in the second quarter of 2004. This increase
in cost of operations is primarily due to increased repairs and
maintenance expense due to our desire to continue to address
maintenance at our facilities and improve their "rent ready" condition,
and increases in direct property payroll and cost of managing
facilities, attributable primarily to higher wage rates and increased
incentives to property personnel. These impacts were offset partially
by a decrease in advertising and promotional expense, which was due
primarily to a $976,000 (34.6%) decrease in television advertising, as
we have reduced the intensity of our television advertising in the
second quarter of 2004 as compared to the same period in 2003 due to
higher occupancies.
o Net operating income also benefited from a 11.4% increase in late
charges and administrative fees collected from $6,919,000 in the second
quarter of 2003 to $7,711,000 in the second quarter of 2004. This
increase is primarily attributable to an increase in administrative
fees charged to new tenants upon move-in from $10 to $15 effective
January 1, 2004, offset partially by a reduction in move-in activity.
During the six months ended June 30, 2004, net operating income before
depreciation for the Consistent Group facilities increased 4.0% as compared to
the same period in 2003, due to the following:
o REVPAF increased 5.3% from $9.33 per square foot in the six months
ended June 30, 2003 to $9.83 in the six months ended June 30, 2004.
This was attributable primarily to a 4.0% increase in weighted average
occupancy levels, combined with a 1.3% increase in realized annual rent
per occupied square foot from $10.72 for the six months ended June 30,
2003 to $10.86 for the same period in 2004.
o The impact of the increase in REVPAF was offset by a 9.0% increase in
operating expenses from $114.6 million in the first six months of 2003
to $125.0 million in the same period in 2004. This increase is
primarily due to 1) higher repairs and maintenance as we continue to
address maintenance at our facilities and improve their "rent ready"
condition, 2) an increase in direct property payroll and cost of
management attributable to higher wage rates and increased incentives
to property personnel, and 3) an increase in advertising and promotion
attributable primarily to higher television advertising expense.
o Net operating income also benefited from a 14.4% increase in late
charges and administrative fees collected from $13,519,000 in the six
months ended June 30, 2003 to $15,471,000 in the same period in 2004.
This increase is primarily attributable to an increase in
administrative fees charged to new tenants upon move-in from $10 to $15
effective January 1, 2004, offset partially by a reduction in move-ins.
40
REVENUE OUTLOOK
As previously reported, we suffered operating difficulties in our
self-storage portfolio in 2001, 2002, and 2003. Our occupancy levels dropped
below historical levels in late 2001 and 2002 due to a change in marketing
strategy to aggressively increase rental rates and reduce the amount of
promotional discounts offered to new tenants.
Throughout late 2002 and 2003, we focused upon regaining occupancy
levels through increased advertising and promotional discounting. By the end of
2003, we had attained our goal of reestablishing our occupancy levels to
historical levels. This improvement in occupancy levels enabled us to begin to
increase rates that we charge to new tenants. More importantly, throughout 2003
and in the first six months of 2004 we experienced positive year-over-year
trends in the growth of our quarterly REVPAF, resulting in improvements in the
growth trends of our rental income. For the Consistent Group, during 2003,
rental income for the first quarter decreased 2.4%, for the second quarter -
increased 2.3%, for the third quarter - increased 3.2% and for the fourth
quarter - increased 6.2% and for the second quarter of 2004 - increased 6.1%,
all compared to the same periods in the prior year.
The growth in rental income during the remainder of 2004 will depend on
various factors, among which will be our ability to stabilize and maintain high
occupancy levels and increase rental rates charged to new and existing tenants.
Despite our occupancy gains, our expectations are significantly
moderated by our experience that on average approximately 25% to 30% of our new
customers will move out within the first 60 to 90 days of their move-in date.
Our current occupancy levels have been achieved in large part by the elevated
move-in activity experienced over the past several quarters. While moderating in
the first six months of 2004, our elevated level of move-outs relative to
historical levels has made it more important to continue to generate a high
level of move-ins in order to maintain occupancy levels.
We are working toward a goal of a high level of sustainable occupancy,
characterized by a less volatile tenant base that is not as heavily weighted
toward recent move-ins, thereby mitigating the level of move-outs. We continue
to regularly evaluate our call volume, reservation activity, and
move-in/move-out rates for each of our markets relative to our marketing
activities and rental rates. In addition, we are evaluating market supply and
demand factors and, based upon these analyses, we are continuing to adjust our
marketing activities in specific markets. There can be no assurance that we will
achieve our goal of a high level of sustainable occupancy.
EXPENSE OUTLOOK
Our increases in operating expenses in the three and six months ended
June 30, 2004 as compared to the same periods in 2003 are primarily attributable
to programs which we began to initiate in the second and third quarters of 2003.
Repairs and maintenance costs increased due to our desire to continue to address
maintenance at our facilities and improve their "rent ready" condition. Payroll
and property management costs also increased due to our concerted effort to
increase staffing levels and incentive programs.
Advertising and promotion costs increased in the first quarter of 2004
as compared to the same period of 2003; however, they were lower in the second
quarter of 2004 as compared to the same period in 2003. The increase in the
first quarter of 2004 as compared to the same period in 2003 was due to higher
television advertising costs associated with our continued efforts to increase
occupancy levels. In the second quarter of 2004, we had reached a high level of
occupancies and we reduced the intensity of our television advertising program.
As a result of lower television advertising, advertising and promotional
expenses decreased in the three months ended June 30, 2004 as compared to the
same period in 2003. The level of advertising and promotion costs in the third
and fourth quarters of 2004 and beyond will be dependent primarily upon our
occupancy levels, other promotional activities, and anticipated levels of
demand.
We expect that property taxes will increase approximately 4% to 5% in
the full year of 2004 as compared to 2003.
We expect that the year over year rate of growth in our operating
expenses will be lower than the level of expense increases incurred in the first
quarter of 2004 and greater than the level of increase experienced in the second
quarter of 2004.
The following table summarizes selected financial data with respect to
the Consistent Group of facilities:
41
Three Months Ended
--------------------------------------------------------------------------
March 31, June 30, September 30, December 31, Full Year
------------ -------------- -------------- --------------- ------------
(Amounts in thousands, except for per square foot amounts)
Total rental income:
2004............ $ 175,923 $ 180,594
2003............ $ 165,821 $ 171,431 $ 178,301 $ 176,184 $ 691,737
Total cost of operations:
2004............ $ 63,022 $ 61,936
2003............ $ 55,379 $ 59,270 $ 60,220 $ 63,000 $ 237,869
Television advertising expense:
2004............ $ 3,098 $ 1,842
2003............ $ 1,580 $ 2,818 $ 3,166 $ 1,098 $ 8,662
REVPAF:
2004............ $ 9.69 $ 9.96
2003............ $ 9.18 $ 9.48 $ 9.85 $ 9.75 $ 9.57
Weighted average realized annual rent per occupied
square foot for the period:
2004............ $ 10.83 $ 10.90
2003............ $ 10.81 $ 10.63 $ 10.72 $ 10.75 $ 10.72
Weighted average occupancy levels for the period:
2004............ 89.5% 91.4%
2003............ 84.9% 89.2% 91.9% 90.7% 89.2%
Weighted average occupancy at July 31:
2004............ 91.6%
2003............ 91.7%
Television advertising expense in July:
2004............ $ 1,165
2003............ $ 1,266
42
ANALYSIS OF REGIONAL TRENDS
The following table sets forth regional trends in our Consistent Group
of facilities:
CONSISTENT GROUP OPERATING TRENDS BY REGION:
Three months ended June 30, Six months ended June 30,
------------------------------------- ------------------------------------
Percentage Percentage
2004 2003 Change 2004 2003 Change
----------- ---------- ------------ ----------- ----------- -----------
(Dollar amounts in thousands)
Rental income:
Southern California (124 facilities).. $ 30,385 $ 29,033 4.7% $ 60,072 $ 57,019 5.4%
Northern California (124 facilities).. 23,017 22,311 3.2% 45,516 44,066 3.3%
Texas (143 facilities)................ 16,713 15,865 5.3% 32,029 31,246 2.5%
Florida (116 facilities).............. 16,176 15,080 7.3% 33,025 29,872 10.6%
Illinois (79 facilities).............. 12,657 12,138 4.3% 25,053 24,071 4.1%
Georgia (60 facilities)............... 6,577 6,263 5.0% 13,040 12,348 5.6%
All other states (548 facilities)..... 75,069 70,741 6.1% 147,782 138,630 6.6%
----------- ---------- ------------ ----------- ----------- -----------
Total rental income....................... 180,594 171,431 5.3% 356,517 337,252 5.7%
----------- ---------- ------------ ----------- ----------- -----------
Cost of operations:
Southern California.................... 7,108 7,038 1.0% 14,326 13,804 3.8%
Northern California.................... 5,968 5,868 1.7% 11,906 11,523 3.3%
Texas.................................. 7,275 7,338 (0.9)% 14,951 13,795 8.4%
Florida................................ 6,674 6,151 8.5% 12,902 11,605 11.2%
Illinois............................... 5,754 5,325 8.1% 11,924 10,696 11.5%
Georgia................................ 2,420 2,446 (1.1)% 4,709 4,537 3.8%
All other states....................... 26,737 25,104 6.5% 54,240 48,689 11.4%
----------- ---------- ------------ ----------- ----------- -----------
Total cost of operations.................. 61,936 59,270 4.5% 124,958 114,649 9.0%
----------- ---------- ------------ ----------- ----------- -----------
Net operating income (before depreciation):
Southern California.................... 23,277 21,995 5.8% 45,746 43,215 5.9%
Northern California.................... 17,049 16,443 3.7% 33,610 32,543 3.3%
Texas.................................. 9,438 8,527 10.7% 18,078 17,451 3.6%
Florida................................ 9,502 8,929 6.4% 19,123 18,267 4.7%
Illinois............................... 6,903 6,813 1.3% 13,129 13,375 (1.8)%
Georgia................................ 4,157 3,817 8.9% 8,331 7,811 6.7%
All other states....................... 48,332 45,637 5.9% 93,542 89,941 4.0%
----------- ---------- ------------ ----------- ----------- -----------
Total net operating income................ $ 118,658 $ 112,161 5.8% $ 231,559 $ 222,603 4.0%
----------- ---------- ------------ ----------- ----------- -----------
Weighted average occupancy:
Southern California.................... 92.1% 90.7% 1.5% 91.1% 89.7% 1.6%
Northern California.................... 89.7% 89.6% 0.1% 89.1% 87.4% 1.9%
Texas.................................. 90.3% 89.4% 1.0% 89.8% 86.8% 3.5%
Florida................................ 92.1% 91.0% 1.2% 91.4% 88.8% 2.9%
Illinois............................... 90.8% 87.6% 3.7% 89.3% 85.1% 4.9%
Georgia................................ 91.0% 91.2% (0.2)% 90.5% 88.1% 2.7%
All other states....................... 91.8% 88.2% 4.1% 90.8% 86.1% 5.5%
----------- ---------- ------------ ----------- ----------- -----------
Total weighted average occupancy......... 91.4% 89.2% 2.5% 90.5% 87.0% 4.0%
----------- ---------- ------------ ----------- ----------- -----------
43
Consistent Group Operating Trends by Region: (Continued)
Three months ended June 30, Six months ended June 30,
------------------------------------- ------------------------------------
Percentage Percentage
2004 2003 Change 2004 2003 Change
----------- ---------- ------------ ----------- ----------- -----------
REVPAF:
Southern California................... $14.98 $14.37 4.2% $14.81 $14.10 5.0%
Northern California................... 13.26 12.90 2.8% 13.12 12.74 3.0%
Texas................................. 7.16 6.81 5.1% 7.07 6.70 5.5%
Florida............................... 9.37 8.71 7.6% 9.25 8.61 7.4%
Illinois.............................. 10.08 9.69 4.0% 9.98 9.64 3.5%
Georgia............................... 7.18 6.85 4.8% 7.11 6.75 5.3%
All other states...................... 9.21 8.70 5.9% 9.06 8.54 6.1%
----------- ---------- ------------ ----------- ----------- -----------
Total REVPAF:............................ $9.96 $9.48 5.1% $9.83 $9.33 5.3%
----------- ---------- ------------ ----------- ----------- -----------
Realized annual rent per occupied square foot:
Southern California................... $16.27 $15.84 2.7% $16.25 $15.72 3.4%
Northern California................... 14.78 14.40 2.6% 14.72 14.58 1.0%
Texas................................. 7.93 7.61 4.2% 7.87 7.71 2.1%
Florida............................... 10.17 9.57 6.3% 10.12 9.70 4.3%
Illinois.............................. 11.10 11.07 0.3% 11.18 11.33 (1.3%)
Georgia............................... 7.89 7.51 5.1% 7.86 7.66 2.6%
All other states...................... 10.03 9.87 1.6% 9.97 9.92 0.5%
----------- ---------- ------------ ----------- ----------- -----------
Total realized annual rent per occupied
square foot:........................... $10.90 $10.63 2.5% $10.86 $10.72 1.3%
----------- ---------- ------------ ----------- ----------- -----------
44
Self-Storage Operations - Acquired Facilities
The "Acquired Facilities," at June 30, 2004, are comprised of 64
self-storage facilities containing 3,975,000 net rentable square feet that were
acquired in 2000, 2001, and 2002. The following table summarizes operating data
with respect to these 64 facilities:
ACQUIRED FACILITIES
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------ ------------------------------------
2004 2003 Change 2004 2003 Change
----------- ----------- --------- ----------- ----------- ---------
(Dollar amounts in thousands)
Rental income:
Self-storage facilities acquired in 2002 (a) $ 10,976 $ 10,015 $ 961 $ 21,542 $ 19,629 $ 1,913
Self-storage facility acquired in 2001 (b).. 145 138 7 282 269 13
Self-storage facilities acquired in 2000 (c) 1,311 1,122 189 2,553 2,176 377
----------- ----------- --------- ----------- ----------- ---------
Total rental income....................... 12,432 11,275 1,157 24,377 22,074 2,303
----------- ----------- --------- ----------- ----------- ---------
Cost of operations:
Self-storage facilities acquired in 2002 (a) 3,588 3,601 (13) 7,166 6,835 331
Self-storage facility acquired in 2001 (b).. 57 44 13 117 83 34
Self-storage facilities acquired in 2000 (c) 566 570 (4) 1,108 1,049 59
----------- ----------- --------- ----------- ----------- ---------
Total cost of operations.................. 4,211 4,215 (4) 8,391 7,967 424
----------- ----------- --------- ----------- ----------- ---------
Net operating income (loss) before depreciation:
- -----------------------------------------------
Self-storage facilities acquired in 2002 (a) 7,388 6,414 974 14,376 12,794 1,582
Self-storage facility acquired in 2001 (b).. 88 94 (6) 165 186 (21)
Self-storage facilities acquired in 2000 (c) 745 552 193 1,445 1,127 318
----------- ----------- --------- ----------- ----------- ---------
Net operating income...................... 8,221 7,060 1,161 15,986 14,107 1,879
Depreciation.................................. (2,379) (2,330) (49) (4,794) (4,801) 7
----------- ----------- --------- ----------- ----------- ---------
Operating Income............................ $ 5,842 $ 4,730 $ 1,112 $ 11,192 $ 9,306 $ 1,886
=========== =========== ========= =========== =========== =========
Weighted average square foot occupancy during the
period:
Self-storage facilities acquired in 2002 (a) 93.4% 89.6% 4.2% 92.6% 87.3% 6.1%
Self-storage facility acquired in 2001 (b).. 96.1% 93.0% 3.3% 93.6% 88.8% 5.4%
Self-storage facilities acquired in 2000 (c) 92.4% 83.0% 11.3% 91.2% 78.2% 16.6%
----------- ----------- --------- ----------- ----------- ---------
93.3% 88.9% 4.9% 92.4% 86.2% 7.2%
=========== =========== ========= =========== =========== =========
Number of self-storage facilities (at end of 64 64 - 64 64 -
period)........................................
Net rentable square feet (in thousands, at end of
period)..................................... 3,975 3,975 - 3,975 3,975 -
Cumulative acquisition cost (at end of period). $ 345,156 $ 345,156 $ - $ 345,156 $ 345,156 $ -
(a) The 2002 acquisitions includes 47 properties acquired on January 16, 2002
from an affiliated development joint venture at a total cost of $269,898,000
and nine facilities acquired from third parties at a total cost of
$30,117,000.
(b) The single 2001 acquisition was acquired from a third party at a cost of
$3,503,000.
(c) The 2000 acquisitions are comprised of seven facilities acquired from third
parties at a total cost of $41,638,000.
See also "Acquisition and Development of Real Estate Facilities" under
"Liquidity and Capital Resources" regarding potential acquisitions of real
estate facilities.
For reasons similar to our Consistent Group of facilities, the Acquired
Facilities have experienced improvements in revenues, and increased costs of
operations, for the second quarter of 2004 as compared to the same period in
2003.
45
Self-Storage Operations - Expansion Facilities
As a result of expansions or conversions of certain facilities to
Combined Facilities (defined below), certain self-storage facilities' operations
have not been at a stabilized level of operations since January 1, 2002. For the
quarter ended June 30, 2004, the weighted average occupancy level was
approximately 84.3% as compared to 79.1% for the same period in 2003. The
operating results for these facilities are presented in the Self-Storage
Operations table above under the caption, "Expansion Facilities."
Depreciation expense with respect to the Expansion Facilities was
$2,013,000 and $3,898,000 for the three and six months ended June 30, 2004,
respectively, as compared to $1,854,000 and $3,740,000, respectively, for the
same periods in 2003. These 41 facilities contain approximately 4,064,000 net
rentable square feet at June 30, 2004 (which includes the expanded space, and
730,000 square feet of industrial space developed for containerized storage
activities - see "Containerized Storage" and "Discontinued Operations"). Since
January 1, 2000, we completed construction on expansion projects to these
facilities with a total cost of $74.5 million.
Of the 730,000 net rentable square feet of industrial space included in
these facilities, 366,000 was previously used by the discontinued containerized
storage operations and, as described more fully under "Liquidity and Capital
Resources," we are converting this industrial space into 473,000 net rentable
square feet of storage space at an aggregate cost of approximately $16,222,000.
Self-Storage Operations - Developed Facilities
Since January 1, 2000, we have opened 63 newly developed self-storage
facilities and 17 facilities that were developed to contain both self-storage
and containerized storage at the same location ("Combination Facilities"). These
newly developed facilities have an aggregate of 6,067,000 net rentable square
feet (of which 497,000 net rentable square feet is industrial space developed
for containerized storage activities - see "Containerized Storage" and
"Discontinued Operations"). Aggregate development cost for these 80 facilities
was approximately $564,315,000. The operating results of the self-storage
facilities and Combination Facilities are reflected in the Self-Storage
Operations table under the caption, "Developed Facilities."
46
The following table sets forth the operating results and selected
operating data with respect to the Developed Facilities:
DEVELOPED FACILITIES
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------ -----------------------------------
2004 2003 Change 2004 2003 Change
----------- ---------- ---------- ----------- ---------- ---------
(Amounts in thousands)
Rental income:
Self-storage facilities............ $ 9,709 $ 5,806 $ 3,903 $ 18,105 $ 10,660 $ 7,445
Combination Facilities............. 3,425 2,489 936 6,602 4,631 1,971
----------- ---------- ---------- ----------- ---------- ---------
Total rental income.............. 13,134 8,295 4,839 24,707 15,291 9,416
----------- ---------- ---------- ----------- ---------- ---------
Cost of operations:
Self-storage facilities............ 4,479 2,998 1,481 8,896 5,756 3,140
Combination Facilities............. 1,289 1,390 (101) 2,714 2,572 142
----------- ---------- ---------- ----------- ---------- ---------
Total cost of operations......... 5,768 4,388 1,380 11,610 8,328 3,282
----------- ---------- ---------- ----------- ---------- ---------
Net operating income before depreciation:
- ----------------------------------------
Self-storage facilities............ 5,230 2,808 2,422 9,209 4,904 4,305
Combination Facilities............. 2,136 1,099 1,037 3,888 2,059 1,829
----------- ---------- ---------- ----------- ---------- ---------
Net operating income............. 7,366 3,907 3,459 13,097 6,963 6,134
Depreciation......................... (4,086) (3,160) (926) (8,132) (6,231) (1,901)
----------- ---------- ---------- ----------- ---------- ---------
Operating income (loss)............ $ 3,280 $ 747 $ 2,533 $ 4,965 $ 732 $ 4,233
=========== ========== ========== =========== ========== =========
Weighted average square foot occupancies
for the period:
Self-storage facilities............ 83.3% 65.1% 28.0% 80.4% 61.2% 31.4%
Combination Facilities............. 80.5% 74.3% 8.3% 79.6% 69.5% 14.5%
----------- ---------- ---------- ----------- ---------- ---------
Total............................ 82.6% 67.4% 22.6% 80.2% 63.3% 26.7%
=========== ========== ========== =========== ========== =========
Self-storage facilities, at end of
period:
Number of facilities............... 63 50 13
Net rentable square feet........... 4,197 3,312 885
Total development cost............. $ 400,517 $285,196 $115,321
Combination Facilities, at end of period:
Number of facilities............... 17 17 -
Net rentable square feet (a) (b)... 1,880 1,861 19
Total development cost (a) (b)..... $ 163,825 $155,586 $ 8,239
(a) During 2003, we completed the conversion of 166,000 net rentable square
feet of containerized storage space into 166,000 net rentable square feet
of self-storage space at an aggregate cost of $4,500,000. During the six
months ended June 30, 2004, we completed the conversion of 144,000 net
rentable square feet of containerized storage space into 172,000 net
rentable square feet of self-storage space at an aggregate cost of
$5,038,000.
(b) Approximately 497,000 net rentable square feet of this storage space
represents industrial space was developed for use in containerized storage
activities. Approximately 218,000 net rentable square feet of this space
is no longer used by our containerized storage activities, and as
described in "Liquidity and Capital Resources," this space is being
converted into 326,000 net rentable square feet of traditional
self-storage space at an aggregate cost of $10,562,000.
47
The following table summarizes operating data for the 63 newly
developed self-storage facilities that opened since January 1, 2000:
DEVELOPED SELF-STORAGE FACILITIES
Three Months Ended June 30, Six Months Ended June 30,
2004 2003 Change 2004 2003 Change
------------ ------------ ----------- ------------ ------------- -----------
(Dollar Amounts in thousands)
Rental income:
Self-storage facilities opened in 2004...... $ 138 $ - $ 138 $ 147 $ - $ 147
Self-storage facilities opened in 2003...... 1,987 189 1,798 3,386 193 3,193
Self-storage facilities opened in 2002...... 2,510 1,524 986 4,748 2,651 2,097
Self-storage facilities opened in 2000 and 2001 5,074 4,093 981 9,824 7,816 2,008
------------ ------------ ----------- ------------ ------------- -----------
Total rental income....................... 9,709 5,806 3,903 18,105 10,660 7,445
------------ ------------ ----------- ------------ ------------- -----------
Cost of operations:
Self-storage facilities opened in 2004...... 310 - 310 403 - 403
Self-storage facilities opened in 2003...... 1,103 235 868 2,130 310 1,820
Self-storage facilities opened in 2002...... 1,028 861 167 2,147 1,676 471
Self-storage facilities opened in 2000 and 2001 2,038 1,902 136 4,216 3,770 446
------------ ------------ ----------- ------------ ------------- -----------
Total cost of operations.................. 4,479 2,998 1,481 8,896 5,756 3,140
------------ ------------ ----------- ------------ ------------- -----------
Net operating income (loss) before depreciation:
Self-storage facilities opened in 2004...... (172) - (172) (256) - (256)
Self-storage facilities opened in 2003...... 884 (46) 930 1,256 (117) 1,373
Self-storage facilities opened in 2002...... 1,482 663 819 2,601 975 1,626
Self-storage facilities opened in 2000 and 2001 3,036 2,191 845 5,608 4,046 1,562
------------ ------------ ----------- ------------ ------------- -----------
Net operating income........................ 5,230 2,808 2,422 9,209 4,904 4,305
Depreciation.................................. (2,854) (2,032) (822) (5,685) (3,991) (1,694)
------------ ------------ ----------- ------------ ------------- -----------
Operating income............................ $ 2,376 $ 776 $ 1,600 $ 3,524 $ 913 $ 2,611
============ ============ =========== ============ ============= ===========
Weighted average square foot occupancy during the
period:
Self-storage facilities opened in 2004...... 27.4% - - 19.6% - -
Self-storage facilities opened in 2003...... 68.0% 24.5% 177.6% 59.9% 19.0% 215.3%
Self-storage facilities opened in 2002...... 90.7% 54.8% 65.5% 86.9% 47.2% 84.1%
Self-storage facilities opened in 2000 and 2001 94.2% 78.6% 19.8% 93.5% 74.4% 25.7%
------------ ------------ ----------- ------------ ------------- -----------
83.3% 65.1% 28.0% 80.4% 61.2% 31.4%
============ ============ =========== ============ ============= ===========
Number of facilities:
Self-storage facilities opened in 2004...... 5 - 5
Self-storage facilities opened in 2003...... 14 6 8
Self-storage facilities opened in 2002...... 14 14 -
Self-storage facilities opened in 2000 and 2001 30 30 -
------------ ------------- -----------
63 50 13
============ ============= ===========
Cumulative Development Cost:
Self-storage facilities opened in 2004...... $ 46,320 $ - $ 46,320
Self-storage facilities opened in 2003...... 107,452 42,059 65,393
Self-storage facilities opened in 2002 (a).. 97,021 93,413 3,608
Self-storage facilities opened in 2000 and 2001 149,724 149,724 -
------------ ------------- -----------
$ 400,517 $ 285,196 $ 115,321
============ ============= ===========
(a) In the quarter ended June 30, 2004, we expanded an existing self-storage
facility that was originally developed in 2002, adding 33,000 net rentable
square feet at a cost of $3,134,000.
48
Unlike many other forms of real estate, we are unable to pre-lease our
newly developed facilities due to the nature of our tenants. Accordingly, at the
time a newly developed facility first opens for operations, the facility is
entirely vacant, generating no rental income. We estimate that on average it
takes approximately 36 months for a newly developed facility to fill up and
reach a targeted occupancy level of approximately 90%.
We believe that the newly developed self-storage facilities have been
affected by the operating trends in occupancy and realized rents noted above
with respect to the consistent group of facilities. In addition, move-in
discounts, which increased significantly, have had a more pronounced effect upon
realized rents for the newly developed facilities, because such facilities tend
to have a higher ratio of new tenants. During the three and six months ended
June 30, 2004, respectively, the newly developed self-storage facilities had a
weighted average occupancy level of approximately 83.3% and 80.4%, respectively,
as compared to 65.1% and 61.2%, respectively during the same periods in 2003.
Property operating expenses are substantially fixed, consisting
primarily of payroll, property taxes, utilities, and marketing costs. The rental
revenue of a newly developed facility will generally not cover its property
operating expenses (excluding depreciation) until the facility has reached an
occupancy level of approximately 30% to 35%. However, at that occupancy level,
the rental revenues from the facility are still not sufficient to cover the
related depreciation expense and cost of capital with respect to the facility's
development cost. During construction of the self-storage facility, we
capitalize interest costs and include such cost as part of the overall
development cost of the facility. Once the facility is opened for operations,
interest is no longer capitalized.
Due to the relationship between the generation of rental income and
immediate recognition of expenses upon opening of a facility, our development
activities have had a negative impact on our net income. We estimate that our
net income has been negatively impacted by approximately $17,883,000 and
$16,930,000, for the six months ended June 30, 2004 and 2003, respectively, as
a result of the difference between the revenues generated by the Developed
Facilities and the operating expenses, depreciation, and cost of capital (at an
assumed rate of 8%) with respect to these facilities as described above. These
amounts include approximately $8,132,000 and $6,231,000, for the six months
ended June 30, 2004 and 2003, respectively, in depreciation expense.
We continue to develop facilities, despite the short-term earnings
dilution experienced during the fill-up period, because we believe that the
ultimate returns on developed facilities are favorable. In addition, we believe
that it is advantageous for us to continue to expand our asset base and benefit
from the resultant increased critical mass, with facilities that will improve
our portfolio's overall average construction and location quality.
We expect that over at least the next 24 months, the Developed
Facilities will continue to have a negative impact to our earnings. Furthermore,
the 37 expansion and newly developed facilities in our development pipeline,
with total estimated costs of $154,260,000, described in "Liquidity and Capital
Resources - Acquisition and Development of Facilities" that will be opened for
operation over the next 12 - 24 months will also negatively impact our earnings
until they reach a stabilized occupancy level. Following completion of our
development pipeline, we expect our ongoing development expenditures to
approximate $75,000,000 per year. Our earnings will continue to be negatively
impacted by any future newly developed facilities and expansions until they
reach a stabilized occupancy level.
COMMERCIAL PROPERTY OPERATIONS: Commercial property operations included
in our consolidated financial statements include commercial space owned by the
Company and entities consolidated by the Company. We have a much larger interest
in commercial properties through our ownership interest in PS Business Parks
Inc. and its consolidated operating partnership (PS Business Parks, Inc. and its
consolidated operating partnership are hereinafter referred to as "PSB"). Our
investment in PSB is accounted for on the equity method of accounting, and
accordingly our share of PSB's earnings is reflected as "Equity in earnings of
real estate entities," see below.
49
Our commercial operations are comprised of 1,187,000 net rentable
square feet of commercial space operated at certain of the self-storage
facilities, and three stand-alone commercial facilities having a total of
204,000 net rentable square feet. One of these stand-alone commercial facilities
was previously used for containerized storage and is being converted into
138,000 net rentable square feet of traditional self-storage space at a cost of
$4,481,000.
The following table sets forth the historical commercial property
amounts included in the financial statements:
Commercial Property Operations:
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- -------------------------------------
2004 2003 Change 2004 2003 Change
----------- ---------- --------- ----------- ----------- -----------
Rental income......................... $ 2,836 $ 2,943 $ (107) $ 5,531 $ 5,789 $ (258)
Cost of operations................... (1,065) (1,045) (20) (2,206) (2,238) 32
----------- ---------- --------- ----------- ----------- -----------
Net operating income............... 1,771 1,898 (127) 3,325 3,551 (226)
Depreciation......................... (574) (674) 100 (1,159) (1,299) 140
----------- ---------- --------- ----------- ----------- -----------
Operating income................... $ 1,197 $ 1,224 $ (27) $ 2,166 $ 2,252 $ (86)
=========== ========== ========= =========== =========== ===========
CONTAINERIZED STORAGE OPERATIONS: In August 1996, Public Storage Pickup
& Delivery ("PSPUD"), a subsidiary of the Company, made its initial entry into
the containerized storage business through its acquisition of a single facility
operator located in Irvine, California. At December 31, 2001, PSPUD had 55
facilities that were opened between 1996 and 2001 either through development or
leasing of facilities. During 2002, we reevaluated our operational strategy and
closed 22 facilities. In 2003 we closed nine non-strategic facilities and one
additional facility in the first quarter of 2004. Collectively, the 32
discontinued facilities are referred to as the "Closed Facilities."
During the second quarter of 2004, we consolidated the operations of
three facilities located in the Chicago market into a single facility with
approximately the same capacity and service area as the facilities replaced. The
operations of the three Chicago facilities, and the consolidated facility,
continue to be presented in continuing operations. At June 30, 2004 PSPUD
operated 21 facilities in 10 states and major markets in which we have a
significant presence with respect to our traditional self-storage facilities.
The operations with respect to the Closed Facilities, including historical
operating results for previous periods, are not included in the table below and
instead are included in "Discontinued Operations" on our income statement.
PSPUD's operations, which exclude the Closed Facilities, are reflected on the
table below:
Containerized Storage
(excluding discontinued operations)
Three Months Ended June 30, Six Months Ended June 30,
---------------------------------- -------------------------------------
2004 2003 Change 2004 2003 Change
----------- ---------- --------- ----------- ----------- -----------
(Amounts in thousands)
Rental and other income ............ $ 7,041 $ 8,553 $ (1,512) $13,647 $ 15,995 $ (2,348)
----------- ---------- --------- ----------- ----------- -----------
Cost of operations:
Direct operating costs.......... 3,756 4,926 (1,170) 7,415 9,219 (1,804)
Facility lease expense.......... 415 348 67 770 693 77
----------- ---------- --------- ----------- ----------- -----------
Total cost of operations...... 4,171 5,274 (1,103) 8,185 9,912 (1,727)
----------- ---------- --------- ----------- ----------- -----------
Operating income prior to depreciation 2,870 3,279 (409) 5,462 6,083 (621)
Depreciation expense (a)......... (1,414) (1,522) 108 (2,852) (3,029) 177
----------- ---------- --------- ----------- ----------- -----------
Operating income.................... $ 1,456 $ 1,757 $ (301) $ 2,610 $ 3,054 $ (444)
=========== ========== ========= =========== =========== ===========
(a) Depreciation expense principally relates to the depreciation related to the
containers; however, depreciation expense for the three and six months ended
June 30, 2004 includes $336,000 and $681,000, respectively, related to real
estate facilities compared to $300,000 and $679,000 for the same periods in
2003, respectively.
Rental and other income includes monthly rental charges to customers
for storage of the containers, service fees charged for pickup and delivery of
containers to customers' homes and businesses and, prior to the termination of
this moving service, moving service fees to move customers' goods from city to
city. Rental income decreased to $7,041,000 for the three months ended June 30,
2004 from $8,553,000 for the same period in 2003, primarily as a result of the
termination of our long-distance moving service. At June 30, 2004, there were
approximately 35,147 occupied containers in the 21 facilities that are reflected
in "ongoing" operations.
50
Direct operating costs principally includes payroll, equipment lease
expense, utilities and vehicle expenses (fuel and insurance). The reduction in
direct operating costs is due to the aforementioned termination of our
long-distance moving service.
At June 30, 2004, five of the 21 containerized storage facilities are
leased from third parties. The remaining 16 facilities are operated in
facilities owned by the Company, comprised of 11 Combination Facilities with an
aggregate of 643,000 square feet of industrial space (this square footage is a
component of the total net rentable square footage of the Expansion Facilities
and the Developed Facilities in the table above) and five industrial facilities
having an aggregate of 420,000 net rentable square feet.
There can be no assurance as to the level of the containerized storage
business's expansion, level of gross rentals, level of move-outs or
profitability. We continue to evaluate the business operations, and additional
facilities may be closed.
See "Discontinued Operations" below for a discussion of operating
results of the Closed Facilities.
TENANT REINSURANCE OPERATIONS: On December 31, 2001, we acquired the
tenant insurance business from a related party. We reinsure policies against
losses to goods stored by tenants in our self-storage facilities. The tenant
reinsurance operations are included in the income statement under "Revenues -
tenant reinsurance premiums" and "Cost of operations - tenant reinsurance."
TENANT REINSURANCE OPERATIONS
Three Months Ended June 30, Six Months Ended June 30,
------------------------------------ ----------------------------------------
2004 2003 Change 2004 2003 Change
----------- ---------- ---------- ------------ ----------- -----------
(Amounts in thousands)
Tenant reinsurance revenues.......... $ 6,093 $ 5,581 $ 512 $ 12,056 $ 10,796 $ 1,260
Cost of operations.................. (3,750) (3,015) (735) (6,885) (5,714) (1,171)
----------- ---------- ---------- ------------ ----------- -----------
Operating income.................. $ 2,343 $ 2,566 $ (223) $ 5,171 $ 5,082 $ 89
=========== ========== ========== ============ =========== ===========
The level of tenant reinsurance revenues is largely dependent upon our
occupancy level and move-in activity. New insurance business comes from tenants
who sign up for insurance as they move into our self-storage facilities. During
the six months ended June 30, 2004 and 2003, approximately 36% of our tenants
had such policies.
The increase in tenant insurance revenues is due to a larger number of
insured tenants, as well as higher insurance rates. These new rates apply to
newly-insured tenants after December 31, 2003. As a higher proportion of our
insured tenants are subject to these increased insurance rates, our revenue per
insured tenant should increase; however, this may be offset by a reduced number
of tenants selecting insurance due to the rate increases.
Cost of operations for the tenant reinsurance operations increased in
the three and six months ended June 30, 2004 as compared to the same period in
2003, due primarily to increased customer claims attributable to a larger tenant
base as well as an increase in average claim value.
We have outside third-party insurance coverage for losses from any
individual event that exceeds a loss of $500,000, to a limit of $10,000,000.
Losses below these amounts are recorded as cost of operations for the tenant
reinsurance operations.
51
EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our
ownership of equity interests in PSB, we had general and limited partnership
interests in seven limited partnerships at June 30, 2004. (PSB and the limited
partnerships are collectively referred to as the "Unconsolidated Entities.") Due
to our limited ownership interest and limited control of these entities, we do
not consolidate the accounts of these entities for financial reporting purposes.
We account for such investments using the equity method.
Equity in earnings of real estate entities for the three and six months
ended June 30, 2004 and 2003 consists of our pro-rata share of the
Unconsolidated Entities based upon our ownership interest for the period. The
following table sets forth the significant components of equity in earnings of
real estate entities:
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------- ---------------------------------------
2004 2003 Change 2004 2003 Change
---------- --------- -------- ----------- ----------- ----------
(Amounts in thousands)
Property operations:
PSB $16,601 $15,331 $1,270 $33,794 $30,031 $3,763
Other investments (1).................. 1,586 1,447 139 3,270 2,875 395
---------- --------- -------- ----------- ----------- ----------
18,187 16,778 1,409 37,064 32,906 4,158
---------- --------- -------- ----------- ----------- ----------
Depreciation:
PSB.................................... (7,875) (6,280) (1,595) (15,756) (12,309) (3,447)
Other investments (1).................. (384) (564) 180 (778) (829) 51
---------- --------- -------- ----------- ----------- ----------
(8,259) (6,844) (1,415) (16,534) (13,138) (3,396)
---------- --------- -------- ----------- ----------- ----------
Other: (2)
PSB (3)................................ (5,554) (1,320) (4,234) (12,342) (6,572) (5,770)
Other investments (1).................. 31 385 (354) 274 490 (216)
---------- --------- -------- ----------- ----------- ----------
(5,523) (935) (4,588) (12,068) (6,082) (5,986)
---------- --------- -------- ----------- ----------- ----------
Total equity in earnings of real estate
entities.................................. $4,405 $8,999 $(4,594) $8,462 $13,686 $(5,224)
========= ========= ======== =========== =========== ==========
(1) Amounts primarily reflect equity in earnings recorded for investments that
have been held consistently throughout each of the three and six months
ended June 30, 2004 and 2003.
(2) "Other" reflects our share of general and administrative expense, interest
expense, interest income, and other non-property; non-depreciation related
operating results of these entities. The amount of interest expense included
in "other" is $373,000 and $946,000, respectively for the three and six
months ended June 30, 2004, respectively, as compared to $459,000 and
$935,000, respectively, for the same periods in 2003.
(3) "Other" with respect to PSB also includes our pro-rata share of gains on
sale of real estate assets, impairment charges relating to pending sales of
real estate and the impact of PSB's application of the SEC's clarification
of EITF Topic D-42 on redemptions of preferred securities. Our net pro-rata
share of these items totaled net income reduction of $483,000 for the six
months ended June 30, 2004 (no impact for the three months ended June 30,
2004). Our net pro-rata share of these items totaled net income $2,583,000
and $453,000 for the three and six months ended June 30, 2003, respectively.
The decrease in equity in earnings of real estate entities for the
three months ended June 30, 2004 as compared to the same period in 2003 is due
primarily to a reduction in our share of PSB's earnings, which is due to higher
depreciation due to PSB's significant asset acquisitions in the fourth quarter
of 2003, combined with our $2,583,000 share of a gain on sale of real estate
assets recorded by PSB in the second quarter of 2003 (no such gains were
recorded in the second quarter of 2004). The decrease in equity in earnings for
the six months ended June 30, 2004 also includes our $943,000 share of an EITF
Topic D-42 charge recorded by PSB, offset partially by our $2,599,000 share of
an asset impairment charge recorded by PSB in the first quarter of 2003.
Equity in earnings of PSB represents our pro-rata share (an average of
approximately 44% for the three and six months ended June 30, 2004 and 2003) of
the earnings of PSB. As of June 30, 2004, we owned 5,418,273 common shares and
7,305,355 operating partnership units (units which are convertible into common
shares on a one-for-one basis) in PSB. At June 30, 2004, PSB owned and operated
18.5 million net rentable square feet of commercial space located in eight
states. PSB also manages approximately 960,000 net rentable square feet of
commercial space owned by the Company and affiliated entities at June 30, 2004
pursuant to property management agreements.
Accordingly, our future equity income from PSB will be dependent
entirely upon PSB's operating results. PSB's filings and selected financial
information can be accessed through the Securities and Exchange Commission, and
on its website, www.psbusinessparks.com.
52
The "Other Investments" is comprised primarily of our equity in
earnings from seven limited partnerships, for which we held an approximately
consistent level of equity interest during each of the six months ended June 30,
2004 and 2003. These limited partnerships were formed by the Company during the
1980's. We are the general partner in each limited partnership, and manage each
of these facilities for a management fee that is included in "Interest and Other
Income." The limited partners consist of numerous individual investors,
including the Company, which throughout the 1990's acquired units of limited
partnership interests in these limited partnerships in various transactions.
In the second quarter of 2003, we sold our entire interest in a real
estate entity for cash of $851,000 and recognized a gain on the sale of
$316,000.
Our future earnings with respect to the "Other investments" will be
dependent upon the operating results of the 36 self-storage facilities that
these entities own. The operating characteristics of these facilities are
similar to those of the Company's self-storage facilities, and are subject to
the same operational issues as the Consistent Group of self-storage facilities
as discussed above. See Note 5 to the consolidated financial statements for the
operating results of these entities for the three and six months ended June 30,
2004 and 2003.
OTHER INCOME AND EXPENSE ITEMS
INTEREST AND OTHER INCOME: Interest and other income includes (i) the
net operating results from our third party property management operations, (ii)
the net operating results from our merchandise sales and consumer truck rentals
and (iii) interest income.
Interest and other income decreased to $2,583,000 and $3,940,000 for
the three and six months ended June 30, 2004, respectively, from $2,879,000 and
$4,578,000, respectively, for the same periods in 2003. This decrease primarily
reflects lower interest income due to the payoff of notes receivable, offset
partially by higher interest income on cash balances.
As discussed more fully in "Liquidity and Capital Resources" below, at
June 30, 2004, we had cash balances totaling approximately $421,448,000, which
includes significant proceeds from recent equity issuances. These balances are
typically invested in short-term low-risk securities that, during the quarter
ended June 30, 2004, earned a nominal yield. Our future interest and other
income will be partially dependent upon the timing of our investment of these
unused offering proceeds and the level of interest earned on these short-term
investments.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense
was $45,045,000 and $91,815,000 for the three and six months ended June 30,
2004, respectively, as compared to $45,681,000 and $91,048,000, respectively for
the same period in 2003. The decrease is depreciation and amortization for the
three months ended June 30, 2004 as compared to the same period in 2003 is due
primarily to a reduction in depreciation with respect to maintenance capital
expenditures, offset partially by an increase in depreciation with respect to
newly developed facilities. The increase in depreciation for the six months
ended June 30, 2004 as compared to the same period in 2003 was due primarily to
newly developed facilities, offset partially by lower depreciation with respect
to maintenance capital expenditures.
Included in depreciation expense with respect to our real estate
facilities was $41,267,000 and $84,327,000 for the three and six months ended
June 30, 2004, respectively, as compared to $41,130,000 and $83,143,000 for the
same period in 2003, respectively. The increase is due primarily to the
development of additional real estate facilities in 2003 and 2004. Depreciation
expense with respect to other assets, primarily depreciation of equipment and
containers associated with the containerized storage operations, was $2,127,000
and $4,186,000 for the three and six months ended June 30, 2004, respectively,
as compared to $2,900,000 and $4,603,000 for the same period in 2003,
respectively. Depreciation expense also includes $1,651,000 and $3,302,000 for
each of the three and six months, respectively, ended June 30, 2004 and 2003,
relating to the amortization of property management contracts.
Depreciation and amortization for the three and six months ended June
30, 2004 with respect to developed real estate facilities opened during the
first six months of 2004 amounted to approximately $168,000 and $227,000,
respectively. We expect the quarterly depreciation and amortization expense with
respect to these facilities for quarters beginning with third quarter of 2004
will approximate $259,000.
53
GENERAL AND ADMINISTRATIVE: General and administrative expense was
$4,572,000 and $10,456,000 for the three and six months ended June 30, 2004, as
compared to $4,429,000 and $8,679,000 for the same period in 2003. General and
administrative expense principally consists of state income taxes, investor
relation expenses and corporate and executive salaries. In addition, general and
administrative expense includes expenses that vary depending on the Company's
activity levels in certain areas, such as overhead associated with the
acquisition and development of real estate facilities, employee severance,
stock-based compensation and product research and development expenditures.
The increase in general and administrative expense for the three months
ended June 30, 2004 as compared to the same period in 2003 is primarily due to
increased stock-based compensation expense from $267,000 to $1,015,000,
partially offset by a reduction of $480,000 for employee termination costs
incurred during the three months ended June 30, 2003 (none in the same period in
2004). The increase in general and administrative expense for the six months
ended June 30, 2004 as compared to the same period in 2003 is primarily due to
increased stock-based compensation expense from $434,000 to $1,982,000.
Stock-based compensation expense for the three months ended June 30,
2004 included $170,000 in stock option expense, $583,000 in restricted stock
expense, and $262,000 in payroll taxes and other costs associated with
employees' exercise of approximately 345,000 stock options in the three months
ended June 30, 2004. Stock-based compensation expense for the six months ended
June 30, 2003, included $100,000 in stock option expense and $167,000 in payroll
taxes and other costs associated with employees' exercise of 728,000 stock
options during the three months ended June 30, 2003.
Stock-based compensation expense for the six months ended June 30, 2004
included $289,000 in stock option expense, $1,117,000 in restricted stock
expense, and $576,000 in payroll taxes and other costs associated with
employees' exercise of approximately 1,156,000 stock options in the six months
ended June 30, 2004. Stock-based compensation expense for the six months ended
June 30, 2003 included $199,000 in stock option expense and $235,000 in payroll
taxes and other costs associated with employees' exercise of 871,000 stock
options during the six months ended June 30, 2003.
Restricted stock expense, based upon restricted stock units outstanding
at June 30, 2004, should approximate $600,000 per quarter for the remainder of
2004, while stock option expense should approximate $125,000 per quarter for the
remainder of 2004, exclusive of payroll taxes on exercise of options. Future
grants of restricted stock units and stock options could further increase our
future stock-based compensation expense. The future level of payroll taxes and
other costs associated with the employees' exercise of stock options will depend
upon the timing of the employees' exercise of approximately 2.0 million
remaining stock options outstanding at June 30, 2004, the Company's stock price
at the time of exercise, and the level of future grants of stock options.
INTEREST EXPENSE: Interest expense was $372,000 for the three months
ended June 30, 2003 (none for the three months ended June 30, 2004). Interest
expense was $100,000 and $825,000 for the six months ended June 30, 2004 and
2003, respectively. Interest capitalized during the three and six months ended
June 30, 2004 was $912,000 and $2,037,000, respectively, as compared to
$1,450,000 and $2,975,000, respectively, for the same periods in 2003. The
decrease in interest expense in 2004 compared to 2003 is principally the result
of lower interest expense on notes payable due to scheduled principal
repayments. The reduction in capitalized interest is a result of a lower average
balance of in-process development projects. Interest expense (prior to
capitalized interest) should continue to decrease as we make scheduled principal
payments.
54
MINORITY INTEREST IN INCOME: Minority interest in income represents the
income allocable to equity interests in Consolidated Entities, which are not
owned by the Company. The following table summarizes minority interest in income
for the three and six months ended June 30, 2004 and 2003:
Three Months Ended June 30, Six Months Ended June 30,
2004 2003 Change 2004 2003 Change
----------- ----------- ------------ ------------ ----------- -----------
(Amounts in thousands)
Preferred partnership interests:
Special Distribution and EITF
Topic D-42 (a)................... $ - $ - $ - $ 10,063 $ - $ 10,063
Ongoing distributions (b).......... 5,177 6,727 (1,550) 11,731 13,453 (1,722)
Consolidated Development Joint Venture (c) 1,420 870 550 2,377 1,613 764
Convertible Partnership Units (d)....... 91 82 9 131 147 (16)
Acquired minority interests (e) ........ 438 511 (73) 842 1,314 (472)
Other minority interests (f)............ 2,631 2,580 51 5,233 4,911 322
----------- ----------- ------------ ------------ ----------- -----------
Total minority interests in income.. $ 9,757 $ 10,770 $ (1,013) $ 30,377 $ 21,438 $ 8,939
=========== =========== ============ ============ =========== ===========
(a) As described more fully below, holders of $200,000,000 of our Series N
preferred partnership units agreed to a restructuring which included
reducing their distribution rate from 9.5% to 6.4% in exchange for a
special distribution of $8,000,000. This special distribution, combined
with $2,063,000 in costs incurred at the time the units were originally
issued that were charged against income in accordance with the Securities
and Exchange Commissions clarification of EITF Topic D-42, are included in
minority interest in income.
(b) The decrease in ongoing distributions is due to the reduction in rate on
$200,000,000 of the preferred partnership units from 9.5% to 6.4%,
effective March 22, 2004. Ongoing distributions, beginning in the second
quarter of 2004, amounted to approximately $5,177,000 per quarter.
(c) These amounts reflect income allocated to the minority interests in the
Consolidated Development Joint Venture. Included in minority interest in
income is $891,000 and $1,854,000 in depreciation expense for the three and
six months ended June 30, 2004, respectively, as compared to $814,000 and
$1,665,000 for the same period in 2003.
(d) These amounts reflect the minority interests represented by the Convertible
Partnership Units (see Note 8 to the consolidated financial statements).
Included in minority interest in income is $81,000 and $166,000 in
depreciation expense for the three and six months ended June 30, 2004,
respectively, as compared to $90,000 and $187,000 for the same period in
2003.
(e) These amounts reflect income allocated to minority interests that the
Company acquired in April 2003 and June 2004 and are no longer outstanding
at June 30, 2004. Included in minority interest in income is $155,000 and
$309,000 in depreciation expense for the three and six months ended June
30, 2004, respectively, as compared to $232,000 and $501,000 for the same
period in 2003.
(f) These amounts reflect income allocated to minority interests that were
outstanding consistently throughout the three and six months ended June 30,
2004 and 2003. Included in minority interest in income is $592,000 and
$965,000 in depreciation expense for the three months and six months ended
June 30, 2004, respectively, as compared to $451,000 and $880,000 for the
same period in 2003.
55
On March 22, 2004, certain investors who hold $200 million of our 9.5%
Series N Cumulative Redeemable Perpetual Preferred Units agreed, in exchange for
a special distribution of $8,000,000, to a reduction in the distribution rate on
their preferred units from 9.50% per year to 6.40% per year, and an extension of
the call date for these securities to March 17, 2010. The investors also
received their distribution that accrued from January 1, 2004 through the
effective date of the exchange.
As a result of this agreement, income allocable to minority interests
increased, and the Company's net income decreased $10,063,000 due to (1) the
$8,000,000 cash payment to the holders of the preferred units and (2) the
application of the SEC Observer's recent clarification of EITF Topic D-42, "The
Effect on the Calculation of Earnings per Share for the Redemption or Induced
Conversion of Preferred Stock" totaling $2,063,000, which represents the excess
of the $200 million stated amount of the preferred units over their carrying
amount. Beginning with the second quarter of 2004, this restructuring will
result in a decrease in income allocable to minority interests causing an
increase in our net income by $1.55 million per quarter.
The increase in minority interest in income with respect to the
Consolidated Development Joint Venture is due to an increase in income with
respect to the properties owned by this entity. We expect that minority interest
in income with respect to the Consolidated Development Joint Venture will
continue to increase as the properties owned by this entity, substantially all
of which are newly developed facilities in the fill-up stage, continue to
stabilize their operations and increase the earnings of this entity.
The acquired minority interests reflect earnings allocated to interests
the Company didn't own in one of the Consolidated Entities, acquired on June 30,
2004, for an aggregate of $24,000,000 cash. This purchase price is subject to
adjustment based upon the completion of independent appraisals. We allocated a
total of $842,000 in net income to these interests (including $309,000 in
depreciation) for the six months ended June 30, 2004. In addition, we acquired
the interests we didn't own in PS Partners IV, Ltd. on April 28, 2003 for an
aggregate cost of approximately $23,377,000. Following the Company's acquisition
of these interests, there will be no further income allocated to these
interests.
Other minority interests reflect income allocated to minority interests
that have maintained a consistent level of interest throughout the three and six
months ended June 30, 2004 and 2003, comprised of investments in the
Consolidated Entities described in Note 8 to the Company's financial statements.
The level of income allocated to these interests in the future is dependent upon
the operating results of the storage facilities that these entities own, as well
as any minority interests that the Company acquires in the future.
DISCONTINUED OPERATIONS: During the first quarter of 2003, we entered
into a business plan to exit the Knoxville, Tennessee market, and listed our
four self-storage facilities (the "Knoxville Facilities") in this market for
sale. In addition, in October 2003, we sold a self-storage facility located in
Perrysburg, Ohio (collectively, the "Sold Self-Storage Facilities").
As described more fully in Note 3 to the consolidated financial
statements, during 2002 and 2003 we implemented a business plan which included
the closure of 31 of 55 containerized storage facilities that were open at
December 31, 2001. We also closed an additional facility during the three months
ended March 31, 2004.
The 32 facilities are hereinafter referred to as the "Closed Facilities."
The current and prior period operations for the Sold Self-Storage
Facilities and Closed Facilities have been reclassified into the line-item
"Discontinued Operations" on our consolidated income statement.
56
The following table summarizes the historical operations of the Sold
Self-Storage Facilities and the Closed Facilities:
Discontinued Operations:
Three Months Ended June 30, Six Months Ended June 30,
----------------------------------- -------------------------------------
2004 2003 Change 2004 2003 Change
---------- --------- ----------- ---------- ----------- ----------
(Amounts in thousands) (Amounts in thousands)
Rental income (a):
Closed Facilities............... $ 129 $ 2,372 $ (2,243) $ 931 $ 5,944 $ (5,013)
Sold Self-Storage Facilities.... - 481 (481) - 944 (944)
---------- --------- ----------- ---------- ----------- ----------
Total rental income............... 129 2,853 (2,724) 931 6,888 (5,957)
---------- --------- ----------- ---------- ----------- ----------
Cost of operations (a):
Closed Facilities............... 520 2,576 (2,056) 1,505 5,945 (4,440)
Sold Self-Storage Facilities.... - 204 (204) - 390 (390)
---------- --------- ----------- ---------- ----------- ----------
Total cost of operations.......... 520 2,780 (2,260) 1,505 6,335 (4,830)
---------- --------- ----------- ---------- ----------- ----------
Depreciation expense (a):
Closed Facilities............... 21 633 (612) 99 1,147 (1,048)
Sold Self-Storage Facilities.... - 122 (122) - 281 (281)
---------- --------- ----------- ---------- ----------- ----------
Total depreciation ............... 21 755 (734) 99 1,428 (1,329)
---------- --------- ----------- ---------- ----------- ----------
Impairment charge/shutdown costs (b):
Closed Facilities............... 416 750 (334) 585 750 (165)
---------- --------- ----------- ---------- ----------- ----------
Net discontinued operations (c)... $ (828) $(1,432) $ 604 $ (1,258) $ (1,625) $ 367
========== ========= =========== ========== =========== ==========
(a) These amounts represent the historical operations of the Closed Facilities
and the Sold Self-Storage Facilities, and include amounts previously
classified as rental income, cost of operations, and depreciation expense
in the financial statements in prior periods.
(b) Lease termination costs of $416,000 associated with two facilities were
recorded in the three and six months ended June 30, 2004. During the three
and six months ended June 30, 2003, a $750,000 impairment charge was
recorded with respect to a closed containerized storage facility held for
sale. For the six months ended June 30, 2004 an impairment charge of
$169,000 was recorded with respect to a facility closed in 2004.
(c) Earnings per-share for the each of the three month periods ended June 30,
2004 as well as the six months ended June 30, 2004 were reduced $0.01 due
to the impact from discontinued operations.
GAIN (LOSS) ON DISPOSITION OF REAL ESTATE: During the first quarter of
2003, we disposed of two self-storage facilities and a parcel of land for an
aggregate of $7,713,000 in cash, and recognized a gain on disposition of
$14,000. During the quarter ended June 30, 2003, we disposed of two additional
parcels of land for an aggregate of $4,147,000, recognizing a gain on
disposition of $430,000, and disposed of an investment in real estate entities
for an aggregate of $851,000, recognizing a gain of approximately $316,000.
The Knoxville Facilities were disposed of on July 25, 2003 for
aggregate gross proceeds of $11.0 million. The Company financed a substantial
part of the buyer's consideration in exchange for a note receivable from the
buyer, and in accordance with generally accepted accounting principles, the
Company deferred the sale until the notes receivable were collected in the third
quarter of 2003.
There were no such gains or losses recorded in the six months ended
June 30, 2004.
LIQUIDITY AND CAPITAL RESOURCES
We believe that our internally generated net cash provided by operating
activities will continue to be sufficient to enable us to meet our operating
expenses, capital improvements, debt service requirements and distributions to
shareholders for the foreseeable future.
57
Operating as a real estate investment trust ("REIT"), our ability to
retain cash flow for reinvestment is restricted. In order for us to maintain our
REIT status, a substantial portion of our operating cash flow must be
distributed to our shareholders (see "Requirement to Pay Distributions" below).
However, despite the significant distribution requirements, we have been able to
retain a significant amount of our operating cash flow. The following table
summarizes our ability to fund distributions to the minority interest, capital
improvements to maintain our facilities, and distributions to our shareholders
through the use of cash provided by operating activities. The remaining cash
flow generated is available to make both principal payments on debt and for
reinvestment.
Six Months Ended June 30,
---------------------------------
2004 2003
--------------- --------------
(Amounts in thousands)
Net cash provided by operating activities....................... $ 326,233 $ 293,879
Allocable to minority interest (Preferred Units) - ongoing (11,731) (13,453)
distributions...................................................
Allocable to minority interest (Preferred Units) - special (8,000) -
distribution (a)................................................
Allocable to minority interest (common equity).................. (11,877) (11,218)
--------------- --------------
Cash from operations allocable to our shareholders.............. 294,625 269,208
Capital improvements to maintain our facilities................. (9,644) (9,814)
Add back: minority interest share of capital improvements to
maintain facilities......................................... 203 244
--------------- --------------
Remaining operating cash flow available for distributions to our
shareholders................................................ 285,184 259,638
Distributions paid:
Preferred stock dividends..................................... (76,822) (72,721)
Equity Stock, Series A dividends.............................. (10,751) (10,751)
Distributions to Common shareholders.......................... (114,755) (112,137)
--------------- --------------
Cash available for principal payments on debt and reinvestment.. $ 82,856 $ 64,029
=============== ==============
(a) The $8 million special distribution was paid to a unitholder of our 9.5%
Series N Cumulative Redeemable Perpetual Preferred Units in conjunction
with a March 22, 2004 agreement that, among other things, lowered the
distribution rate from 9.5% to 6.4%.
Our financial profile is characterized by a low level of debt to total
capitalization and a conservative dividend payout ratio with respect to the
common stock. We expect to fund our growth strategies with cash on hand at June
30, 2004, internally generated retained cash flows and proceeds from issuing
equity securities. In general, our current strategy is to continue to finance
our growth with permanent capital; either common or preferred equity. We have in
the past used our $200 million line of credit as temporary "bridge" financing
and repaid those amounts with internally generated cash flows and proceeds from
the placement of permanent capital. At June 30, 2004, we had no outstanding
borrowings under our $200 million bank line of credit.
Over the past three years, we have funded substantially all of our
acquisitions with permanent capital (both common and preferred securities). We
have elected to use preferred securities as a form of leverage despite the fact
that the dividend rates of our preferred securities exceed the prevailing market
interest rates on conventional debt. We have chosen this method of financing for
the following reasons: (i) under the REIT structure, a significant amount of
operating cash flow needs to be distributed to our shareholders, making it
difficult to repay debt with operating cash flow alone, (ii) our perpetual
preferred stock has no sinking fund requirement or maturity date and does not
require redemption, all of which eliminate any future refinancing risks, (iii)
after the end of a non-call period, we have the option to redeem the preferred
stock at any time, which in 2002 and 2001 enabled us to effectively refinance
higher coupon preferred stock with new preferred stock at lower rates, (iv)
preferred stock does not contain onerous covenants, thus allowing us to maintain
significant financial flexibility, and (v) dividends on the preferred stock can
be applied to our REIT distribution requirements.
58
Our credit ratings on each of our series of Cumulative Preferred Stock
are "Baa2" by Moody's and "BBB+" by Standard & Poor's.
Our portfolio of real estate facilities remains substantially
unencumbered. At June 30, 2004, we had mortgage debt outstanding of $ 1.7
million (which encumbers two facilities with a book value of approximately $11
million) and unsecured long-term debt in the amount of $33.6 million.
We believe that our size and financial flexibility enables us to access
capital when appropriate.
RECENT ISSUANCE OF PREFERRED STOCK AND PROJECTED REDEMPTION OF
PREFERRED SECURITIES: One of our financing objectives over the past several
years has been to reduce our average cost of capital with respect to our
preferred securities. Accordingly, we have redeemed higher rate preferred
securities outstanding and have financed the redemption with cash on-hand or
from the proceeds from the issuance of lower rate preferred securities.
For the remainder of 2004 and 2005, we have approximately $283.6
million of preferred securities that become redeemable at our option. The
weighted average annual dividend rate with respect to these securities is
approximately 9.4%; a rate significantly higher than current market conditions.
However, during the fourth quarter of 2003 and into 2004, we became increasingly
concerned that conditions soon change and that dividend rates with respect to
new offerings of preferred securities would begin to rise. It was our desire to
limit our "refinancing risk" with respect to anticipated rising rates.
In that regard, over the past nine months, we have issued approximately
$628.8 million of our preferred stock raising net proceeds of approximately
$609.2 million. The weighted average annual dividend rate with respect to these
securities is approximately 6.5% (6.8% based on the net proceeds received).
During the first quarter of 2004, we utilized $230 million of the
capital raised to redeem our 8.25% Series K preferred stock and our 8.25% Series
L preferred stock. In addition, during the first quarter of 2004, we
restructured $200 million of our 9.5% Series N preferred units reducing the
annual dividend rate to 6.4%; we would not have been able to call these
securities until November 2005. We have approximately $283,625,000 in preferred
securities that, at our option, become redeemable in the remainder of 2004 and
2005, with an average coupon of 9.4%, as follows:
Earliest
Redemption Dividend Liquidation
Security Date Rate Value (000's)
- -------------------------------- ------------ ---------- --------------
Series M Preferred Stock (a) 8/17/04 8.750% $ 56,250
Series D Preferred Stock 9/30/04 9.500% 30,000
Series E Preferred Stock 1/31/05 10.000% 54,875
Series N Preferred Units 3/17/05 9.500% 40,000
Series O Preferred Units 3/29/05 9.125% 45,000
Series F Preferred Stock 4/30/05 9.750% 57,500
---------- --------------
Total securities available for
redemption 9.439% $ 283,625
========== ==============
(a) On July 15, 2004, we called for redemption all 2,250,000 depositary shares
of our Series M Preferred Stock and expect to redeem these securities at
par on August 17, 2004.
Our $421,448,000 cash on hand at June 30, 2004 is sufficient to fund
these redemptions. If, however, our cash on hand is utilized for alternative
investments such as the acquisition or development of real estate assets, we
intend to issue additional lower-rate preferred securities to redeem these
securities. There can be no assurance that we would be able to issue additional
preferred securities at a lower rate.
As a result of the upcoming redemptions of preferred securities noted
above, we expect that the related charges with respect to the application of
EITF Topic D-42 will be approximately $3,072,000 and $1,929,000 in the third and
fourth quarters of 2004, respectively, and $2,778,000 in the first quarter of
2005.
59
REQUIREMENT TO PAY DISTRIBUTIONS: We have operated, and intend to
continue to operate, in such a manner as to qualify as a REIT under the Internal
Revenue Code of 1986, but no assurance can be given that we will at all times so
qualify. To the extent that the Company continues to qualify as a REIT, we will
not be taxed, with certain limited exceptions, on the taxable income that is
distributed to our shareholders, provided that at least 90% of our taxable
income is so distributed to our shareholders prior to filing of the Company's
tax return. We have satisfied the REIT distribution requirement since 1980.
During the six months ended June 30, 2004 and 2003, we paid cash
dividends totaling $76,822,000 and $72,721,000, respectively, to the holders of
our Cumulative Preferred Stock. We estimate that the distribution requirements
with respect to our Preferred Stock outstanding at June 30, 2004 to be
approximately $162.9 million per year, which includes approximately $18.9
million with respect to the preferred series denoted above that are anticipated
to be redeemed.
During the six months ended June 30, 2004 and 2003, we paid cash
dividends totaling $19,731,000 and $13,453,000, respectively, to the holders of
our preferred partnership units. On March 22, 2004, certain investors who hold
$200 million of our 9.5% Series N Cumulative Redeemable Preferred Units agreed,
in exchange for a special distribution of $8,000,000, to a reduction in the
distribution rate on their preferred units from 9.5% per year to 6.4% per year.
We estimate that the distribution requirement with respect to the preferred
partnership units outstanding at June 30, 2004 to be approximately $20.7 million
per year. Which includes approximately $7.9 million with respect to the series
denoted above that we expect to redeem.
During each of the six months ended June 30, 2004 and 2003, we paid
cash dividends totaling $10,751,000 to the holders of our Equity Stock, Series
A. With respect to the depositary shares of Equity Stock, Series A, we have no
obligation to pay distributions if no distributions are paid to the common
shareholders. To the extent that we do pay common distributions in any year, the
holders of the depositary shares receive annual distributions equal to the
lesser of (i) five times the per share dividend on the common stock or (ii)
$2.45. The depositary shares are non-cumulative, and have no preference over our
common stock either as to dividends or in liquidation. With respect to the
Equity Stock, Series A outstanding at June 30, 2004, we estimate the total
regular distribution for the remainder of 2004 to be approximately $10.8 million
assuming that dividends of at least $0.49 per share per year are paid to the
common shareholders.
During the six months ended June 30, 2004, we paid dividends totaling
$57,348,000 ($0.45 per common share) to the holders of our common stock. Based
upon shares outstanding at June 30, 2004 and a quarterly distribution of $0.45
per share, which was declared by the Board of Directors on August 5, 2004 and
payable on September 30, 2004, we estimate dividend payments with respect to our
common stock of approximately $57.5 million for the third quarter of 2004.
CAPITAL IMPROVEMENT REQUIREMENTS: For 2004, we have budgeted
approximately $53.0 million for capital improvements. During the six months
ended June 30, 2004, we incurred capital improvements of approximately $9.6
million. Capital improvements include major repairs or replacements to the
facilities that maintain the facilities' existing operating condition and visual
appeal. Capital improvements do not include costs relating to the development or
expansion of facilities, or expenditures associated with improving the visual
and structural appeal of our existing self-storage facilities.
DEBT SERVICE REQUIREMENTS: We do not believe we have any significant
refinancing risks with respect to our notes payable, all of which are fixed
rate. At June 30, 2004, we had total outstanding notes payable of approximately
$35.3 million. See Note 7 to the consolidated financial statements for
approximate principal maturities of such borrowings. We anticipate that our
retained operating cash flow will continue to be sufficient to enable us to make
schedule principal payments. It is our current intention to fully amortize our
debt as opposed to refinance debt maturities with additional debt.
60
ACQUISITION AND DEVELOPMENT OF REAL ESTATE FACILITIES: No facilities
were acquired from third parties during the six months of 2004 or during the
year ended December 31, 2003. During July 2004, we acquired three facilities, in
separate transactions from third parties, an aggregate of 213,000 square feet,
for an aggregate cost of approximately $12.2 million (one of which was acquired
by our joint venture described below). In addition, we have contracts to acquire
a total of 34 existing self-storage facilities with an aggregate of 2.2 million
net rentable square feet at an aggregate cost of $133.6 million, consisting of a
combination of cash, senior securities, and assumption of debt. Each of these
contracts is subject to significant contingencies, and there is no assurance
that any of these facilities will be acquired.
Until recently, we have completed a relatively low level of third party
acquisitions, due neither to the supply of facilities offered for sale nor our
ability to finance the acquisitions, but primarily due to prices sought by
sellers and our lack of desire to pay such prices. During the remainder of 2004
we will seek to acquire additional self-storage facilities from third parties;
however, it is difficult to estimate the amount of third party acquisitions we
will undertake.
On January 1, 2004, we entered into a joint venture with an
institutional investor for the purpose of acquiring up to $125.0 million of
existing self-storage properties in the United States from third parties. The
venture will be funded entirely with equity consisting of 30% from the Company
and 70% from the institutional investor. The venture has a nine month investment
period (through September 30, 2004) to identify and acquire facilities. In July
2004, the venture acquired a self-storage facility from a third party, for
approximately $3.9 million in cash.
In June 2004, we acquired a limited partnership interest in one of our
Consolidated Entities, at an acquisition cost of approximately $24 million. The
purchase price is subject to post-closing adjustment pending the completion of
independent appraisals.
In November 1999, we formed a second joint venture partnership for the
development of approximately $100 million of self-storage facilities. The
venture is funded solely with equity capital consisting of 51% from us and 49%
from the joint venture partner. The term of the joint venture is 15 years. After
six years, the joint venture partner has the right to cause the Company to
purchase the joint venture partner's interest for an amount necessary to provide
the joint venture partner with a maximum return of 10.75% or less in certain
circumstances. Our estimate of the purchase price of this interest is
approximately $105 million.
We currently have a development "pipeline" of 37 projects consisting of
self-storage facilities, conversion of space at facilities that was previously
used for containerized storage and expansions to existing self-storage
facilities with an aggregate estimated cost of approximately $154.3 million.
Approximately $37.4 million of development cost has been incurred as of June 30,
2004. At June 30, 2004, we have acquired the land for 33 of these projects,
which have an aggregate estimated cost of approximately $108.4 million, and
costs incurred as of June 30, 2004 of approximately $36.8 million. The remaining
four facilities represent identified sites where we have an agreement in place
to acquire the land, generally within one year. We anticipate that the
development of these projects will be funded solely by the Company.
The development and fill-up of these storage facilities is subject to
significant contingencies such as obtaining appropriate governmental approvals.
We estimate that the amount remaining to be spent of approximately $116.8
million will be incurred over the next 24 months. The following table sets forth
certain information with respect to our development pipeline.
61
DEVELOPMENT PIPELINE SUMMARY Total
Number Net estimated Costs incurred
of rentable development through Costs to
projects sq. ft. costs 6/30/04 complete
-------- ---------- ------------ -------------- -----------
(Amounts in thousands)
Facilities currently under construction:
Self-storage facilities 3 174 $ 17,708 $ 14,364 $ 3,344
Expansions and other enhancements to
existing self-storage facilities 6 297 18,224 10,602 7,622
-------- ---------- ------------ -------------- -----------
9 471 35,932 24,966 10,966
Facilities awaiting construction, where land
is acquired:
Self-storage facilities 3 224 23,785 10,078 13,707
Expansions and other enhancements to
existing self-storage facilities 21 1,126 48,651 1,779 46,872
-------- ---------- ------------ -------------- -----------
24 1,350 72,436 11,857 60,579
Self-storage facilities awaiting
construction, where land has not yet been
acquired 4 327 45,892 609 45,283
-------- ---------- ------------ -------------- -----------
Total Development Pipeline 37 2,148 $ 154,260 $ 37,432 $ 116,828
======== ========== ============ ============== ===========
Included in the 27 "expansions and other enhancements of existing
self-storage facilities" are 14 projects associated with the conversion of
industrial space, previously used by the discontinued containerized facility
operations, into self-storage space. The total amount of self-storage space to
come on line from these 14 conversions is approximately 937,000 net rentable
square feet of traditional self-storage space at a cost of $31,265,000. Also
included are enhancements which, while they do not add significant incremental
square footage, improve the visual and structural appeal of our existing
self-storage facilities.
In addition to the above projects, we have five parcels of land held
for development with total costs of approximately $12,236,000 at June 30, 2004.
These parcels will either be developed or sold.
REPURCHASES OF THE COMPANY'S COMMON STOCK: The Company's Board of
Directors authorized the repurchase from time to time of up to 25,000,000 shares
of our common stock on the open market or in privately negotiated transactions.
For the six months ended June 30, 2004, we repurchased 85,000 shares of our
common stock for approximately $3,967,000. In addition, during April 2004, we
repurchased an additional 324,700 shares of our common stock, for approximately
$14,267,000.
From the initial authorization through August 5, 2004, we have
repurchased a total of 22,081,720 shares of common stock at an aggregate cost of
approximately $560.1 million.
ITEM 2A. RISK FACTORS
- -----------------------
In addition to the other information in our Form 10-Q and our Form 10-K
for the year ended December 31, 2003, you should consider the following factors
in evaluating the Company:
THE HUGHES FAMILY COULD CONTROL US AND TAKE ACTIONS ADVERSE TO OTHER
SHAREHOLDERS.
At June 30, 2004, the Hughes family owned approximately 36% of our
outstanding shares of common stock. Consequently, the Hughes family could
control matters submitted to a vote of our shareholders, including electing
directors, amending our organizational documents, dissolving and approving other
extraordinary transactions, such as a takeover attempt, even though such actions
may be favorable to the other common shareholders.
PROVISIONS IN OUR ORGANIZATIONAL DOCUMENTS MAY PREVENT CHANGES IN CONTROL.
Restrictions in our organizational documents may further limit changes
in control. Unless our board of directors waives these limitations, no
shareholder may own more than (1) 2.0% of our outstanding shares of our common
stock or (2) 9.9% of the outstanding shares of each class or series of our
preferred or equity stock. Our organizational documents in effect provide,
however, that the Hughes family may continue to own the shares of our common
stock held by them at the time of the 1995 reorganization. These limitations are
designed, to the extent possible, to avoid a concentration of ownership that
might jeopardize our ability to qualify as a real estate investment trust or
REIT. These limitations, however, also may make a change of control
significantly more difficult (if not impossible) even if it would be favorable
to the interests of our public shareholders. These provisions will prevent
future takeover attempts not approved by our board of directors even if a
majority of our public shareholders deem it to be in their best interests
because they would receive a premium for their shares over the shares' then
market value or for other reasons.
WE WOULD INCUR ADVERSE TAX CONSEQUENCES IF WE FAIL TO QUALIFY AS A REIT.
62
You will be subject to the risk that we may not qualify as a REIT.
REITs are subject to a range of complex organizational and operational
requirements. As a REIT, we must distribute at least 90% of our REIT taxable
income to our shareholders, including not only holders of our common stock and
equity stock but also holders of our preferred stock. Failure to pay full
dividends on the preferred stock would prevent us from paying dividends on our
common stock and could jeopardize our qualification as a REIT. Other
restrictions apply to our income and assets. Our REIT status also depends upon
the ongoing qualification of PS Business Parks, Inc. as a REIT, as a result of
our substantial ownership interest in that company.
For any taxable year that we fail to qualify as a REIT and the relief
provisions do not apply, we would be taxed at the regular corporate rates on all
of our taxable income, whether or not we make any distributions to our
shareholders. Those taxes would reduce the amount of cash available for
distribution to our shareholders or for reinvestment. As a result, our failure
to qualify as a REIT during any taxable year could have a material adverse
effect upon us and our shareholders. Furthermore, unless certain relief
provisions apply, we would not be eligible to elect REIT status again until the
fifth taxable year that begins after the first year for which we fail to
qualify.
WE MAY PAY SOME TAXES, REDUCING CASH AVAILABLE FOR SHAREHOLDERS.
Even if we qualify as a REIT for Federal income tax purposes, we are
required to pay some federal, state and local taxes on our income and property.
Several corporate subsidiaries of the Company have elected to be treated as
"taxable REIT subsidiaries" of the Company for federal income tax purposes since
January 1, 2001. A taxable REIT subsidiary is a fully taxable corporation and is
limited in its ability to deduct interest payments made to us. In addition, we
will be subject to a 100% penalty tax on some payments that we receive if the
economic arrangements among our tenants, our taxable REIT subsidiaries and us
are not comparable to similar arrangements among unrelated parties. To the
extent that the Company or any taxable REIT subsidiary is required to pay
federal, state or local taxes, we will have less cash available for distribution
to shareholders.
WE WOULD INCUR A CORPORATE LEVEL TAX IF WE SELL CERTAIN ASSETS.
We will generally be subject to a corporate level tax on any net
built-in gain if, before November 2005, we sell any of the assets we acquired in
the November 1995 reorganization.
DEPENDENCY UPON AUTOMATED PROCESSES.
We have become increasingly centralized and dependent upon automated
information technology processes. As a result, we could be severely impacted by
a catastrophic occurrence, such as a natural disaster or a terrorist attack.
WE AND OUR SHAREHOLDERS ARE SUBJECT TO FINANCING RISKS.
Debt increases the risk of loss. In making real estate investments, we
may borrow money, which increases the risk of loss. At June 30, 2004, our debt
of $35.3 million was less than 1.0% of our total assets.
Certain securities have a liquidation preference over our common stock
and Equity Stock, Series A. If we liquidated, holders of our preferred
securities would be entitled to receive liquidating distributions, plus any
accrued and unpaid distributions, before any distribution of assets to the
holders of our common stock and Equity Stock, Series A. Holders of preferred
securities are entitled to receive, when declared by our board of directors,
cash distributions in preference to holders of our common stock and Equity
Stock, Series A.
63
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 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. Most of our properties are self-storage facilities,
which generated 93% of our revenue for the six months ended June 30, 2004. 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
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 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 of most of our
properties (and intend to conduct these assessments in connection with property
acquisitions) 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, our operations and recent property acquisitions, 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. We have obtained, with respect to recent acquisitions, and intend to
obtain with respect to pending or future acquisitions, appropriate purchase
price adjustments or indemnifications that we believe are sufficient to cover
any related potential liability. 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.
64
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 make no assurance that
material legal claims relating to moisture infiltration and the presence of, or
exposure to, mold will not arise in the future.
Delays in development and fill-up of our properties would reduce our
profitability: Since January 1, 2000, we have opened 63 newly developed self
storage facilities and 17 facilities that combine self-storage and containerized
storage space at the same location, with aggregate development costs of $564.3
million. In addition, at June 30, 2004 the Company had 37 projects in
development that are expected to begin construction generally by December 31,
2004. These 37 projects have total estimated costs of $154.3 million.
Construction delays due to weather, unforeseen site conditions, personnel
problems, and other factors, as well as cost overruns, would adversely affect
the Company's profitability. Delays in the rent-up of newly developed facilities
as a result of competition or other factors would also adversely impact the
Company's profitability.
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 the Company's profitability.
We must comply with the Americans with Disabilities Act and fire and
safety regulations, which can require significant expenditures: All our
properties must comply with the Americans with Disabilities Act and with related
regulations (the "ADA"). The ADA has separate compliance requirements for
"public accommodations" and "commercial facilities," but generally requires that
buildings be made accessible to persons with disabilities. Various state laws
impose similar requirements. A failure to comply with the ADA or similar state
laws could result in government imposed fines on us and the award of damages to
individuals affected by the failure. In addition, we must operate our properties
in compliance with numerous local fire and safety regulations, building codes,
and other land use regulations. Compliance with these requirements can require
us to spend substantial amounts of money, which would reduce cash otherwise
available for distribution to shareholders. Failure to comply with these
requirements could also affect the marketability of our real estate facilities.
WE HAVE NO INTEREST IN CANADIAN SELF-STORAGE FACILITIES OWNED BY THE HUGHES
FAMILY.
B. Wayne Hughes, Chairman of the Board, and his family (the "Hughes
Family") have ownership interests in, and operate, approximately 38 self-storage
facilities in Canada under the name "Public Storage." We currently do not own
any interests in these facilities nor do we own any facilities in Canada. The
Hughes Family owns approximately 36% of our common stock outstanding at June 30,
2004. We have a right of first refusal to acquire the stock or assets of the
corporation engaged in the operation of the 38 self-storage facilities in Canada
if the Hughes family or the corporation agrees to sell them. However, we have no
interest in the operations of this corporation, have no right to acquire this
stock or assets unless the Hughes family decides to sell, and receive no benefit
from the profits and increases in value of the Canadian self-storage facilities.
Company personnel have been engaged in the supervision and the
operation of these 38 properties and have provided certain administrative
services for the Canadian owners, and certain other services, primarily tax
services, with respect to certain other Hughes Family interests. The Hughes
Family and the Canadian owners have reimbursed us at cost for these services in
the amount of US$ 542,499 with respect to the Canadian operations and US$151,063
for other services during 2003. There have been conflicts of interest in
allocating time of our personnel between Company properties, the Canadian
properties, and certain other Hughes Family interests. The sharing of Company
personnel with the Canadian entities was substantially eliminated by December
31, 2003.
OUR CONTAINERIZED STORAGE BUSINESS HAS INCURRED OPERATING LOSSES.
Public Storage Pickup & Delivery ("PSPUD") was organized in 1996 to
operate a containerized storage business. We own all of the economic interest of
PSPUD. Since PSPUD will operate profitably only if it can succeed in the
relatively new field of containerized storage, we cannot provide any assurance
as to its profitability. PSPUD incurred operating losses of $10,058,000 in 2002,
generated an operating profit of $2,543,000 in 2003 and $1,352,000 for the six
months ended June 30, 2004. PSPUD closed 32 of 55 facilities that were deemed
not strategic to the Company's business plan since 2002.
65
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.
RECENTLY ENACTED TAX LEGISLATION COULD ADVERSELY AFFECT THE PRICE OF OUR STOCK.
Recently enacted tax legislation generally reduces the maximum tax rate
for dividends payable to individuals to 15% through 2008. Dividends payable by
REITs, however, generally continue to be taxed at the normal rate applicable to
the individual recipient, rather than the preferential rates applicable to other
dividends. Although this legislation does not adversely affect the taxation of
REITs or dividends paid by REITs, the more favorable rates applicable to regular
corporate dividends could cause investors who are individuals to perceive
investments in REITs to be relatively less attractive than investments in the
stocks of non-REIT corporations that pay dividends, which could adversely affect
the value of the stock of REITs, including our common stock.
DEVELOPMENTS IN CALIFORNIA MAY HAVE AN ADVERSE IMPACT ON OUR BUSINESS.
We are headquartered in, and approximately one-quarter of our
properties are located in, California. California is facing serious 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, we could be adversely impacted
by the recently enacted legislation mandating medical insurance for employees of
California businesses and members of their families beginning in 2006.
ITEM 3. QUALITATIVE AND QUANTITATIVE DISCLOSURES ABOUT MARKET RISK
- -------------------------------------------------------------------
To limit our exposure to market risk, we principally finance our
operations and growth with permanent equity capital, consisting of either common
or preferred stock. At March 31, 2004, our debt as a percentage of total
shareholders' equity (based on book values) was 0.8%.
Our preferred stock is not redeemable at the option of the holders.
Except under certain conditions relating to the Company's qualification as a
REIT, the Preferred Stock is not redeemable by the Company prior to the
following dates: Series D - September 30, 2004, Series E - January 31, 2005,
Series F - April 30, 2005, Series M - August 17, 2004, Series Q - January 19,
2006, Series R - September 28, 2006, Series S - October 31, 2006, Series T -
January 18, 2007, Series U - February 19, 2007, Series V - September 30, 2007,
Series W - October 6, 2008, Series X - November 13, 2008, Series Y - January 2,
2009, Series Z - March 5, 2009, Series A - March 31, 2009 and Series B - June
30, 2009. On or after the respective dates, each of the series of Preferred
Stock will be redeemable at the option of the Company, in whole or in part, at
$25 per share (or depositary share in the case of the Series M through Series X,
Series Z, Series A and Series B), plus accrued and unpaid dividends through the
redemption date.
66
Our market risk sensitive instruments include notes payable, which
totaled $35.3 million at June 30, 2004. Substantially all of the Company's notes
payable bear interest at fixed rates. See Note 7 to the consolidated financial
statements at June 30, 2004 for approximate principal maturities of the notes
payable at June 30, 2004.
ITEM 4. CONTROLS AND PROCEDURES
- --------------------------------
The Company maintains disclosure controls and procedures that are
designed to ensure that information required to be disclosed in reports the
Company 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 Company'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 Rules 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 and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures in
reaching that level of reasonable assurance. Also, the Company has investments
in certain unconsolidated entities. As the Company does not control or manage
these entities, its disclosure controls and procedures with respect to such
entities are substantially more limited than those it maintains with respect to
its consolidated subsidiaries.
As of the end of the fiscal quarter covered by this report, the Company
carried out an evaluation, under the supervision and with the participation of
the Company's management, including the Company's Chief Executive Officer and
the Company's Chief Financial Officer, of the effectiveness of the design and
operation of the Company's disclosure controls and procedures (as such term is
defined in Rules 13a - 15(e) and 15d - 15(e) under the Securities Act of 1934 as
amended as of the end of the period covered by this report). Based upon this
evaluation, the Company's Chief Executive Officer and Chief Financial Officer
concluded that, as of the end of such period, the Company's disclosure controls
and procedures were effective.
There have not been any changes in our internal control over financial
reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the
Exchange Act) during the fiscal quarter to which this report relates that has
materially affected, or are reasonably likely to materially affect, our internal
control over financial reporting.
67
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
The Company is a party to the actions described under "Item 3. Legal
Proceedings" in the Company's 2003 annual report on Form 10-K There have been no
material developments in the actions described in the Company's 2003 annual
report on Form 10-K (see Note 14 to the Company's consolidated financial
statements).
The Company is a party to various claims, complaints, and other legal
actions that have arisen in the normal course of business from time to time. The
Company believes that the outcome of these other pending legal proceedings, in
the aggregate, will not have a material adverse effect upon the operations or
financial portion of the Company.
ITEM 2. CHANGES IN SECURITIES, USE OF PROCEEDS AND ISSUER PURCHASES
-----------------------------------------------------------
OF EQUITY SECURITIES
--------------------
On June 12, 1998, we announced that the Board of Directors (the
"Directors") authorized the repurchase from time to time of up to 10,000,000
shares of the Company's common stock on the open market or in privately
negotiated transactions. On subsequent dates the Directors increased the
repurchase authorization, the last being April 13, 2001, when the Board of
Directors increased the repurchase authorization to 25,000,000 shares.
The following table contains information regarding the company's
repurchase of its common stock during the quarter.
ISSUER PURCHASES OF EQUITY SECURITIES
Total Number of Maximum Number of
Shares Purchased as Shares that May
Total Number Average Price Part of Publicly Yet Be Purchased
of Shares Paid per Announced Plans or Under the Plans or
Period Covered Purchased (1) Share (2) Programs Programs
- -------------------------------- --------------- --------------- ------------------- -------------------
April 1 through April 30, 2004 324,700 $ 43.94 22,081,280 2,918,280
May 1 through May 31, 2004 - - 22,081,280 2,918,280
June 1 through June 30, 2004 - - 22,081,280 2,918,280
--------------- ---------------
Total 324,700 $ 43.94
(1) All shares were open market purchases and purchased under the company's
publicly announced stock repurchase program.
(2) Average price per share is inclusive of commissions totaling
approximately $13,000, or 4% per share.
See Notes 8, 9 and 15 for additional information on repurchases and
redemptions of equity securities.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
The Company held an annual meeting of shareholders on May 6, 2004.
Proxies for the annual meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. The annual meeting involved the following
two matters:
68
A. Election of Directors:
Total Common Stock Total Equity Stock, Series A
----------------------------------------- ---------------------------------------
Name Total Votes For Total Votes Withheld Total Votes For Total Votes Withheld
- --------------------- ------------------ -------------------- ---------------- --------------------
B. Wayne Hughes 111,403,744 5,862,842 714,349 13,667
Ronald L. Havner, Jr. 115,369,410 1,897,176 725,641 2,375
Harvey Lenkin 115,382,724 1,883,862 725,036 2,980
Robert J. Abernethy 106,081,318 11,185,268 717,827 10,189
Dann V. Angeloff 111,829,988 5,436,598 725,003 3,014
William C. Baker 107,556,990 9,709,596 717,611 10,405
John T. Evans 111,491,136 5,775,450 724,793 3,223
Uri P. Harkham 115,378,265 1,888,321 725,694 2,322
B. Wayne Hughes, Jr. 86,815,433 30,451,153 600,688 127,329
Daniel C. Staton 108,118,059 9,148,527 718,233 9,783
There was no solicitation in opposition to the management's nominees to
the Board of Directors listed in the proxy statement.
B. Ratification of selection of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ended December 31, 2004:
For Against Abstain No Vote
------------ ---------- ---------- -----------
Common Stock 104,281,709 10,867,517 2,117,359 1
Equity Stock, Series A 716,198 9,904 1,915 0
------------ ---------- ---------- -----------
Total Common Stock and Equity
Stock, Series A 104,997,907 10,877,421 2,119,274 1
============ ========== ========== ===========
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
--------------------------------
(a) Exhibits:
3.1 Restated Articles of Incorporation. Filed with Registrant's
Registration Statement No. 33-54557 and incorporated herein by
reference.
3.2 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series A. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.3 Amendment to Certificate of Determination for the 10% Cumulative
Preferred Stock, Series A. Filed with the Registrant's Form 10-Q for
the quarterly period ended March 31, 2004 and incorporated herein by
reference.
3.4 Certificate of Determination for the 9.20% Cumulative Preferred Stock,
Series B. Filed with Registrant's Registration Statement No. 33-54557
and incorporated herein by reference.
3.5 Amendment to Certificate of Determination for the 9.20% Cumulative
Preferred Stock, Series B. Filed with Registrant's Registration
Statement No. 33-56925 and incorporated herein by reference.
3.6 Amendment to Certificate of Determination for the 9.20% Cumulative
Preferred Stock Series B. Filed herewith.
3.7 Certificate of Determination for the 8.25% Convertible Preferred Stock.
Filed with Registrant's Registration Statement No. 33-54557 and
incorporated herein by reference.
3.8 Certificate of Determination for the Adjustable Rate Cumulative
Preferred Stock, Series C. Filed with Registrant's Registration
Statement No. 33-54557 and incorporated herein by reference.
3.9 Certificate of Determination for the 9.50% Cumulative Preferred Stock,
Series D. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 9.50% Cumulative Preferred Stock, Series D and
incorporated herein by reference.
3.10 Certificate of Determination for the 10% Cumulative Preferred Stock,
Series E. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 10% Cumulative Preferred Stock, Series E and
incorporated herein by reference.
69
3.11 Certificate of Determination for the 9.75% Cumulative Preferred Stock,
Series F. Filed with Registrant's Form 8-A/A Registration Statement
relating to the 9.75% Cumulative Preferred Stock, Series F and
incorporated herein by reference.
3.12 Registration Statement No. 33-63947 and incorporated herein by
reference.
3.13 Certificate of Amendment of Articles of Incorporation. Filed with
Registrant's Registration Statement No. 33-63947 and incorporated
herein by reference.
3.14 Certificate of Determination for the 8-7/8% Cumulative Preferred Stock,
Series G. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-7/8% Cumulative Preferred Stock, Series G and incorporated herein
by reference.
3.15 Certificate of Determination for the 8.45% Cumulative Preferred Stock,
Series H. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.45% Cumulative Preferred Stock, Series H and incorporated herein
by reference.
3.16 Certificate of Determination for the Convertible Preferred Stock,
Series CC. Filed with Registrant's Registration Statement No. 333-03749
and incorporated herein by reference.
3.17 Certificate of Correction of Certificate of Determination for the
Convertible Participating Preferred Stock. Filed with Registrant's
Registration Statement No. 333-08791 and incorporated herein by
reference.
3.18 Certificate of Determination for 8-5/8% Cumulative Preferred Stock,
Series I. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-5/8% Cumulative Preferred Stock, Series I and incorporated herein
by reference.
3.19 Certificate of Amendment of Articles of Incorporation. Filed with
Registrant's Registration Statement No. 333-18395 and incorporated
herein by reference.
3.20 Certificate of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended June 30, 1997 and
incorporated herein by reference.
3.21 Certificate of Determination for Equity Stock, Series AA. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.22 Certificate Decreasing Shares Constituting Equity Stock, Series A.
Filed with Registrant's Form 10-Q for the quarterly period ended
September 30, 1999 and incorporated herein by reference.
3.23 Certificate of Determination for Equity Stock, Series A. Filed with
Registrant's Form 10-Q for the quarterly period ended September 30,
1999 and incorporated herein by reference.
3.24 Certificate of Determination for 8% Cumulative Preferred Stock, Series
J. Filed with Registrant's Form 8-A/A Registration Statement relating
to the Depositary Shares Each Representing 1/1,000 of a Share of 8%
Cumulative Preferred Stock, Series J and incorporated herein by
reference.
3.25 Certificate of Correction of Certificate of Determination for the 8.25%
Convertible Preferred Stock. Filed with Registrant's Registration
Statement No. 333-61045 and incorporated herein by reference.
3.26 Certificate of Determination for 8-1/4% Cumulative Preferred Stock,
Series K. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series K and incorporated herein
by reference.
70
3.27 Certificate of Determination for 8-1/4% Cumulative Preferred Stock,
Series L. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8-1/4% Cumulative Preferred Stock, Series L and incorporated herein
by reference.
3.28 Certificate of Determination for 8.75% Cumulative Preferred Stock,
Series M. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.75% Cumulative Preferred Stock, Series M and incorporated herein
by reference.
3.29 Certificate of Determination for Equity Stock, Series AAA. Filed with
Registrant's Current Report on Form 8-K dated November 15, 1999 and
incorporated herein by reference.
3.30 Certificate of Determination for 9.5% Cumulative Preferred Stock,
Series N. Filed with Registrant's Annual Report on Form 10-K for the
year ended December 31, 1999 and incorporated herein by reference.
3.31 Certificate of Determination for 9.125% Cumulative Preferred Stock,
Series O. Filed with Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by
reference.
3.32 Certificate of Determination for 8.75% Cumulative Preferred Stock,
Series P. Filed with Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 2000 and incorporated herein by
reference.
3.33 Certificate of Determination for 8.600% Cumulative Preferred Stock,
Series, Q. Filed with Registrant's Form 8-A/A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.600% Cumulative Preferred Stock, Series Q and incorporated herein
by reference.
3.34 Amendment to Certificate of Determination for Equity Stock, Series A.
Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended June 30, 2001 and incorporated herein by reference.
3.35 Certificate of Determination for 8.000% Cumulative Preferred Stock,
Series R. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 8.000% Cumulative Preferred Stock, Series R and incorporated herein
by reference.
3.36 Certificate of Determination for 7.875% Cumulative Preferred Stock,
Series S. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 7.875% Cumulative Preferred Stock, Series S and incorporated herein
by reference.
3.37 Certificate of Determination for 7.625% Cumulative Preferred Stock,
Series T. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 7.625% Cumulative Preferred Stock, Series T and incorporated herein
by reference.
3.38 Certificate of Determination for 7.625% Cumulative Preferred Stock,
Series U. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 7.625% Cumulative Preferred Stock, Series U and incorporated herein
by reference.
3.39 Amendment to Certificate of Determination for 7.625% Cumulative
Preferred Stock, Series T. Filed with Registrant's Quarterly Report on
Form 10-Q for the quarterly period ended September 30, 2002 and
incorporated herein by reference.
3.40 Certificate of Determination for 7.500% Cumulative Preferred Stock,
Series V. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 7.500% Cumulative Preferred Stock, Series V and incorporated herein
by reference.
71
3.41 Certificate of Determination for 6.500% Cumulative Preferred Stock,
Series W. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 6.500% Cumulative Preferred Stock, Series W and incorporated herein
by reference.
3.42 Certificate of Determination for 6.450% Cumulative Preferred Stock,
Series X. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 6.450% Cumulative Preferred Stock, Series X and incorporated herein
by reference.
3.43 Certificate of Determination for the 6.85% Cumulative Preferred Stock,
Series Y. Filed with the Registrant's Form 10-Q for the quarterly
period ended March 31, 2004 and incorporated herein by reference.
3.44 Certificate of Determination for 6.250% Cumulative Preferred Stock,
Series Z. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 6.250% Cumulative Preferred Stock, Series Z and incorporated herein
by reference.
3.45 Certificate of Determination for 6.125% Cumulative Preferred Stock,
Series A. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 6.125% Cumulative Preferred Stock, Series A and incorporated herein
by reference.
3.46 Certificate of Determination for 6.40% Cumulative Preferred Stock,
Series NN. Filed with Registrant's Quarterly Report on Form 10-Q for
the quarterly period ended March 31, 2004 and incorporated herein by
reference.
3.47 Certificate of Determination for 7.125% Cumulative Preferred Stock,
Series B. Filed with Registrant's Form 8-A Registration Statement
relating to the Depositary Shares Each Representing 1/1,000 of a Share
of 7.125% Cumulative Preferred Stock, Series B and incorporated herein
by reference.
3.48 Bylaws, as amended. Filed with Registrant's Registration Statement No.
33-64971 and incorporated herein by reference.
3.49 Amendment to Bylaws adopted on May 9, 1996. Filed with Registrant's
Registration Statement No. 333-03749 and incorporated herein by
reference.
3.50 Amendment to Bylaws adopted on June 26, 1997. Filed with Registrant's
Registration Statement No. 333-41123 and incorporated herein by
reference.
3.51 Amendment to Bylaws adopted on January 6, 1998. Filed with Registrant's
Registration Statement No. 333-41123 and incorporated herein by
reference.
3.52 Amendment to Bylaws adopted on February 10, 1998. Filed with
Registrant's Current Report on Form 8-K dated February 10, 1998 and
incorporated herein by reference.
3.53 Amendment to Bylaws adopted on March 4, 1999. Filed with Registrant's
Current Report on Form 8-K dated March 4, 1999 and incorporated herein
by reference.
3.54 Amendment to Bylaws adopted on May 6, 1999. Filed with Registrants'
Form 10-Q for the quarterly period ended June 30, 1999 and incorporated
herein by reference.
3.55 Amendment to Bylaws adopted on November 7, 2002. Filed with
Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2002 and incorporated herein by reference.
3.56 Amendment to Bylaws adopted on May 8, 2003. Filed with Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended March 31,
2003 and incorporated herein by reference.
72
3.57 Amendment to Bylaws adopted on August 5, 2003. Filed with Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2003 and incorporated herein by reference.
3.58 Amendment to Bylaws adopted on March 11, 2004. Filed with Registrant's
Annual Report on Form 10-K for the year ended December 31, 2003 and
incorporated herein by reference.
10.1 Second Amended and Restated Management Agreement by and among
Registrant and the entities listed therein dated as of November 16,
1995. Filed with PS Partners, Ltd.'s Annual Report on Form 10-K for the
year ended December 31, 1996 and incorporated herein by reference.
10.2 Amended Management Agreement between Registrant and Public Storage
Commercial Properties Group, Inc. dated as of February 21, 1995. Filed
with Registrant's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.3 Loan Agreement between Registrant and Aetna Life Insurance Company
dated as of July 11, 1988. Filed with Registrant's Current Report on
Form 8-K dated July 14, 1988 and incorporated herein by reference.
10.4 Amendment to Loan Agreement between Registrant and Aetna Life Insurance
Company dated as of September 1, 1993. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1993 and
incorporated herein by reference.
10.5 Second Amended and Restated Credit Agreement by and among Registrant,
Wells Fargo Bank, National Association, as agent, and the financial
institutions party thereto dated as of February 25, 1997. Filed with
Registrant's Registration Statement No. 333-22665 and incorporated
herein by reference.
10.6 Note Assumption and Exchange Agreement by and among Public Storage
Management, Inc., Public Storage, Inc., Registrant and the holders of
the notes dated as of November 13, 1995. Filed with Registrant's
Registration Statement No. 33-64971 and incorporated herein by
reference.
10.7 Registrant's 1990 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
10.8* Registrant's 1994 Stock Option Plan. Filed with Registrant's Annual
Report on Form 10-K for the year ended December 31, 1997 and
incorporated herein by reference.
10.9* Registrant's 1996 Stock Option and Incentive Plan. Filed with
Registrant's Annual Report on Form 10-K for the year ended December 31,
2000 and incorporated herein by reference.
10.10 Deposit Agreement dated as of December 13, 1995, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-7/8% Cumulative Preferred Stock, Series G. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8-7/8%
Cumulative Preferred Stock, Series G and incorporated herein by
reference.
10.11 Deposit Agreement dated as of January 25, 1996, among Registrant, The
First national Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8.45% Cumulative Preferred Stock, Series H. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8.45%
Cumulative Preferred Stock, Series H and incorporated herein by
reference.
10.12** Employment Agreement between Registrant and B. Wayne Hughes dated as of
November 16, 1995. Filed with Registrant's Annual Report on Form 10-K
for the year ended December 31,1995 and incorporated herein by
reference.
73
10.13 Deposit Agreement dated as of November 1, 1996, among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8-5/8% Cumulative Preferred Stock, Series I. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8-5/8%
Cumulative Preferred Stock, Series I and incorporated herein by
reference.
10.14 Limited Partnership Agreement of PSAF Development Partners, L.P.
between PSAF Development, Inc. and the Limited Partner dated as of
April 10, 1997. Filed with Registrant's Form 10-Q for the quarterly
period ended June 30, 1997 and incorporated herein by reference.
10.15 Deposit Agreement dated as of August 28, 1997 among Registrant, The
First National Bank of Boston, and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 8% Cumulative Preferred Stock, Series J. Filed with
Registrant's Form 8-A/A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 8% Cumulative
Preferred Stock, Series J and incorporated herein by reference.
10.16 Agreement of Limited Partnership of PS Business Parks, L.P. dated as of
March 17, 1998. Filed with PS Business Parks, Inc.'s Quarterly Report
on Form 10-Q for the quarterly period ended June 30, 1998 and
incorporated herein by reference.
10.17 Deposit Agreement dated as of January 19, 1999 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series K. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock,
Series K and incorporated herein by reference.
10.18 Agreement and Plan of Merger among Storage Trust Realty, Registrant and
Newco Merger Subsidiary, Inc. dated as of November 12, 1998. Filed with
Registrant's Registration Statement No. 333-68543 and incorporated
herein by reference.
10.19 Amendment No. 1 to Agreement and Plan of Merger among Storage Trust
Realty, Registrant, Newco Merger Subsidiary, Inc. and STR Merger
Subsidiary, Inc. dated as of January 19, 1999. Filed with registrant's
Registration Statement No. 333-68543 and incorporated herein by
reference.
10.20 Amended and Restated Agreement of Limited Partnership of Storage Trust
Properties, L.P., dated as of March 12, 1999. Filed with Registrant's
Form 10-Q for the quarterly period ended June 30, 1999 and incorporated
herein by reference.
10.21* Storage Trust Realty 1994 Share Incentive Plan. Filed with Storage
Trust Realty's Annual Report on Form 10-K for the year ended December
31, 1997 and incorporated herein by reference.
10.22 Amended and Restated Storage Trust Realty Retention Bonus Plan
effective as of November 12, 1998. Filed with Registrant's Registration
Statement No. 333-68543 and incorporated herein by reference.
10.23 Deposit Agreement dated as of March 10, 1999 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of 8-1/4%
Cumulative Preferred Stock, Series L. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8-1/4% Cumulative Preferred Stock,
Series L and incorporated herein by reference.
10.24 Note Purchase Agreement and Guaranty Agreement with respect to
$100,000,000 of Senior Notes of Storage Trust Properties, L.P. Filed
with Storage Trust Realty's Annual Report on Form 10-K for the year
ended December 31, 1996 and incorporated herein by reference.
74
10.25 Deposit Agreement dated as of August 17, 1999 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of 8.75%
Cumulative Preferred Stock, Series M. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.75% Cumulative Preferred Stock,
Series M and incorporated herein by reference.
10.26 Limited Partnership Agreement of PSAC Development Partners, L.P. among
PS Texas Holdings, Ltd., PS Pennsylvania Trust and PSAC Storage
Investors, L.L.C. dated as November 15, 1999. Filed with Registrant's
Current Report on Form 8-K dated November 15, 1999 and incorporated
herein by reference.
10.27 Agreement of Limited Liability Company of PSAC Storage Investors,
L.L.C. dated as of November 15, 1999. Filed with Registrant's Current
Report on Form 8-K dated November 15, 1999 and incorporated herein by
reference.
10.28 Deposit Agreement dated as of January 14, 2000 among Registrant,
BankBoston, N.A. and the holders of the depositary receipts evidencing
the Depositary Shares Each Representing 1/1,000 of a Share of Equity
Stock, Series A. Filed with Registrant's Form 8-A/A Registration
Statement relating to the Depositary Shares Each Representing 1/1,000
of a Share of Equity Stock, Series A and incorporated herein by
reference.
10.29 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the
Limited Partners dated as of March 29, 2000. Filed with Registrant's
Annual Report on Form 10-K for the year ended December 31, 1999 and
incorporated herein by reference.
10.30 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. among PS Texas Holdings, Ltd. and the
Limited Partners dated as of August 11, 2000. Filed with Registrant's
Quarterly Report on Form 10-Q for the quarterly period ended June 30,
2000 and incorporated herein by reference.
10.31* Registrant's 2000 Non-Executive/Non-Director Stock Option and Incentive
Plan. Filed with Registrant's Registration Statement No, 333-52400 and
incorporated herein by reference.
10.32 Deposit Agreement dated as of January 19, 2001 among Registrant, Fleet
National Bank and the holders of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 8.600%
Cumulative Preferred Stock, Series Q. Filed with Registrant's Form
8-A/A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.600% Cumulative Preferred Stock,
Series Q and incorporated herein by reference.
10.33* Registrant's 2001 Non-Executive/Non-Director Stock Option and Incentive
Plan. Filed with Registrant's Registration Statement No. 333-59218 and
incorporated herein by reference.
10.34* Registrant's 2001 Stock Option and Incentive Plan. Filed with
Registrant's Registration Statement No. 333-59218 and incorporated
herein by reference.
10.35 Deposit Agreement dated as of September 28, 2001 among Registrant,
Fleet National Bank and the holders of the depositary receipts
evidencing the Depositary Shares Each Representing 1/1,000 of a Share
of 8.000% Cumulative Preferred Stock, Series R. Filed with Registrant's
Form 8-A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 8.000% Cumulative Preferred Stock,
Series R and incorporated herein by reference.
10.36 Deposit Agreement dated as of October 31, 2001 among Registrant, Fleet
National Bank and the holder of the depositary receipts evidencing the
Depositary Shares Each Representing 1/1,000 of a Share of 7.875%
Cumulative Preferred Stock, Series S. Filed with Registrant's Form 8-A
Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 7.875% Cumulative Preferred Stock,
Series S and incorporated herein by reference.
75
10.37 Credit Agreement by and among Registrant, Wells Fargo Bank, National
Association, as agent, and the financial institutions party thereto
dated as of November 1, 2001. Filed with Registrant's Quarterly Report
on Form 10-Q for the quarterly period ended September 30, 2001 and
incorporated herein by reference.
10.38 Deposit Agreement dated as of January 18, 2002 among Registrant,
Equiserve Trust Company N.A. and the holders of the depositary receipts
evidencing the Depositary Shares Each Representing 1/1,000 of a Share
of 7.625% Cumulative Preferred Stock, Series T. Filed with Registrant's
Form 8-A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock,
Series T and incorporated herein by reference.
10.39 Deposit Agreement dated as of February 19, 2002 among Registrant,
Equiserve Trust Company N.A. and the holders of the depositary receipts
evidencing the Depositary Shares Each Representing 1/1,000 of a Share
of 7.625% Cumulative Preferred Stock, Series U. Filed with Registrant's
Form 8-A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 7.625% Cumulative Preferred Stock,
Series U and incorporated herein by reference.
10.40 Deposit Agreement dated as of September 30, 2002 among Registrant,
Equiserve Trust Company N.A. and the holders of the depositary receipts
evidencing the Depositary Shares Each Representing 1/1,000 of a Share
of 7.500% Cumulative Preferred Stock, Series V. Filed with Registrant's
Form 8-A Registration Statement relating to the Depositary Shares Each
Representing 1/1,000 of a Share of 7.500% Cumulative Preferred Stock,
Series V and incorporated herein by reference.
10.41** Employment Agreement between Registrant and Harvey Lenkin dated as of
August 5, 2003. Filed with Registrant's Quarterly Report on Form 10-Q
for the quarterly period ended June 30, 2003 and incorporated herein by
reference.
10.42 Deposit Agreement dated as of October 6, 2003 among Registrant,
Equiserve Inc., Equiserve Trust Company N.A. and the holders of the
depositary receipts evidencing the Depositary Shares Each Representing
1/1,000 of a Share of 6.500% Cumulative Preferred Stock, Series W.
Filed with Registrant's Form 8-A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 6.500%
Cumulative Preferred Stock, Series W and incorporated herein by
reference.
10.43 Deposit Agreement dated as of November 13, 2003 among Registrant,
Equiserve Inc., Equiserve Trust Company N.A. and the holders of the
depositary receipts evidencing the Depositary Shares Each Representing
1/1,000 of a Share of 6.450% Cumulative Preferred Stock, Series X.
Filed with Registrant's Form 8-A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 6.450%
Cumulative Preferred Stock, Series X and incorporated herein by
reference.
10.44 Deposit Agreement dated as of March 5, 2004 among Registrant, Equiserve
Inc., Equiserve Trust Company N.A. and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 6.250% Cumulative Preferred Stock, Series Z. Filed with
Registrant's Form 8-A Registration Statement relating to the Depositary
Shares Each Representing 1/1,000 of a Share of 6.250% Cumulative
Preferred Stock, Series Z and incorporated herein by reference.
10.45 Limited Partnership Agreement of PSAF Acquisition Partners, L.P.
between PS Texas Holdings, Ltd. and the Limited Partner dated as of
December 18, 2003. Filed with Registrant's Annual Report on Form 10-K
for the year ended December 31, 2003 and incorporated herein by
reference.
10.46 Second Amendment to Amended and Restated Agreement of Limited
Partnership of PSA Institutional Partners, L.P. among PS Texas
Holdings, Ltd. and the Limited Partners dated as of March 22, 2004.
Filed with Registrant's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 2004 and incorporated herein by reference.
76
10.47 Second Amendment to Credit Agreement by and among Registrant, Wells
Fargo Bank, National Association, as agent, and the financial
institutions party thereto dated as of March 25, 2004. Filed with
Registrant's Quarterly Report on Form 10-Q for the quarterly period
ended March 31, 2004 and incorporated herein by reference.
10.48 Deposit Agreement dated as of March 31, 2004 among Registrant,
Equiserve Inc., Equiserve Trust Company N.A. and the holders of the
depositary receipts evidencing the Depositary Shares Each Representing
1/1,000 of a Share of 6.125% Cumulative Preferred Stock, Series A.
Filed with Registrant's Form 8-A Registration Statement relating to the
Depositary Shares Each Representing 1/1,000 of a Share of 6.125%
Cumulative Preferred Stock, Series A and incorporated herein by
reference.
10.49 Deposit Agreement dated as of June 30, 2004 among Registrant, Equiserve
Inc., Equiserve Trust Company N.A. and the holders of the depositary
receipts evidencing the Depositary Shares Each Representing 1/1,000 of
a Share of 7.125% Cumulative Preferred Stock, Series B. Filed with
Registrant's Form 8-A Registration Statement relating to the Depositary
Shares Each Representing 1/1,000 of a Share of 7.125% Cumulative
Preferred Stock, Series B and incorporated herein by reference.
11 Statement Re: Computation of Earnings Per Share. Filed herewith.
12 Statement Re: Computation of Ratio of Earnings to Fixed Charges. Filed
herewith.
31.1 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
31.2 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
31.3 Certification pursuant to Section 302 of the Sarbanes-Oxley Act of
2002. Filed herewith.
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of
2002. Filed herewith.
* Compensatory benefit plan.
** Management contract.
(b) Reports on Form 8-K
The Company furnished a Current Report on from 8-K dated May 6, 2004
(filed May 7, 2004), pursuant to Item 7 with its press release
announcing its results for the quarter ended March 31, 2004.
The Company filed a Current Report on Form 8-K, dated June 16, 2004
(filed June 18, 2004), pursuant to Item 5, in connection with the
Company's public offering in June 2004 of depositary shares, each
representing 1/1,000 of a share of the Company's 7.1250% Cumulative
Preferred Stock, Series B.
77
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: August 6, 2004
PUBLIC STORAGE, INC.
By: /s/ John Reyes
---------------
John Reyes
Senior Vice President and Chief Financial Officer
(Principal financial officer and duly authorized
officer)