-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EAC2F4iazLZ3Y3rnjOHx8RQ8yHd/DQiLFkNkDClNKv8WUpZ6U0fvGJQCEcFlL7TE E4yXEy0S3d4JejgfzO8tWA== /in/edgar/work/20000814/0000318380-00-000014/0000318380-00-000014.txt : 20000921 0000318380-00-000014.hdr.sgml : 20000921 ACCESSION NUMBER: 0000318380-00-000014 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20000630 FILED AS OF DATE: 20000814 FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE INC /CA CENTRAL INDEX KEY: 0000318380 STANDARD INDUSTRIAL CLASSIFICATION: [6798 ] IRS NUMBER: 953551121 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: SEC FILE NUMBER: 001-08389 FILM NUMBER: 697296 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: STE 200 CITY: GLENDALE STATE: CA ZIP: 91201-2397 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 FORMER COMPANY: FORMER CONFORMED NAME: STORAGE EQUITIES INC DATE OF NAME CHANGE: 19920703 10-Q 1 0001.txt 10-Q 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, 2000 ------------- 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 incorporation or organization) Identification Number) 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 the number of shares outstanding of each of the issuer's classes of common stock, as of August 3, 2000: Common Stock, $.10 Par Value - 124,304,775 shares - ------------------------------------------------- Class B Common Stock, $.10 Par Value - 7,000,000 shares - ------------------------------------------------------- Depositary Shares Each Representing 1/1,000 of a Share of Equity Stock, Series - -------------------------------------------------------------------------------- A, $.01 Par Value - 4,353,102 depositary shares (representing 4,353.102 shares - -------------------------------------------------------------------------------- of Equity Stock, Series A) - -------------------------- Equity Stock, Series AA, $.01 Par Value - 225,000 shares - -------------------------------------------------------- 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, 2000 and December 31, 1999 1 Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2000 and 1999 2 Condensed Consolidated Statements of Shareholders' Equity for the Six Months Ended June 30, 2000 3 Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2000 and 1999 4 - 5 Notes to Condensed Consolidated Financial Statements 6 - 19 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 20 - 31 Item 3. Quantitative and Qualitative Disclosures about Market Risk 31 PART II. OTHER INFORMATION (Items 1, 2, 3 and 5 are not applicable) ----------------- Item 4. Submission of Matters to a Vote of Security Holders 32 Item 6. Exhibits and Reports on Form 8-K 32 - 37 PUBLIC STORAGE, INC. CONDENSED CONSOLIDATED BALANCE SHEETS (AMOUNTS IN THOUSANDS, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31, 2000 1999 -------------- -------------- (Unaudited) ASSETS ------ Cash and cash equivalents.......................................... $ 239,951 $ 55,125 Real estate facilities, at cost: Land.......................................................... 1,050,461 1,036,958 Buildings..................................................... 2,860,695 2,785,475 -------------- -------------- 3,911,156 3,822,433 Accumulated depreciation...................................... (597,875) (533,412) -------------- -------------- 3,313,281 3,289,021 Construction in process....................................... 169,903 140,764 -------------- -------------- 3,483,184 3,429,785 Investment in real estate entities................................. 459,006 457,529 Intangible assets, net............................................. 189,670 194,326 Notes receivable from affiliates................................... 31,558 18,798 Other assets....................................................... 72,863 58,822 -------------- -------------- Total assets......................................... $ 4,476,232 $ 4,214,385 ============== ============== LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Notes payable...................................................... $ 161,386 $ 167,338 Distributions payable.............................................. - 82,086 Accrued and other liabilities...................................... 87,112 89,261 -------------- -------------- Total liabilities.................................... 248,498 338,685 Minority interest: Preferred operating partnership units......................... 315,000 - Other......................................................... 165,259 186,600 Commitments and contingencies Shareholders' equity: Preferred Stock, $0.01 par value, 50,000,000 shares authorized, 11,141,100 shares issued and outstanding, at liquidation preference.................................................. 1,155,150 1,155,150 Common Stock, $0.10 par value, 200,000,000 shares authorized, 124,153,422 shares issued and outstanding (126,697,023 at December 31, 1999).......................................... 12,415 12,671 Equity Stock, Series A, $0.01 par value, 200,000,000 shares authorized, 4,353.102 shares issued and outstanding (none issued and outstanding at December 31, 1999)................ - - Class B Common Stock, $0.10 par value, 7,000,000 shares authorized and issued....................................... 700 700 Paid-in capital............................................... 2,487,855 2,463,193 Cumulative net income......................................... 1,236,837 1,089,973 Cumulative distributions paid................................. (1,145,482) (1,032,587) -------------- -------------- Total shareholders' equity................................ 3,747,475 3,689,100 -------------- -------------- Total liabilities and shareholders' equity........... $ 4,476,232 $ 4,214,385 ============== ==============
See accompanying notes. 1 PUBLIC STORAGE, INC. CONDENSED CONSOLIDATED STATEMENTS OF INCOME (AMOUNTS IN THOUSANDS, EXCEPT SHARE AMOUNTS) (UNAUDITED)
For the Three Months Ended For the Six Months Ended June 30, June 30, ------------------------------- ------------------------------- 2000 1999 2000 1999 ------------- ------------- ------------- ------------- REVENUES: Rental income: Self-storage facilities................. $ 161,295 $ 149,745 $ 315,929 $ 278,774 Commercial properties................... 2,827 1,948 5,586 3,862 Portable self-storage................... 9,240 6,448 16,789 11,876 Equity earnings of real estate entities...... 9,155 9,347 17,431 17,469 Interest and other income.................... 5,633 4,749 9,010 8,271 ------------- ------------- ------------- ------------- 188,150 172,237 364,745 320,252 ------------- ------------- ------------- ------------- EXPENSES: Cost of operations: Self-storage facilities................. 51,272 45,602 101,629 86,231 Commercial properties................... 881 631 1,830 1,269 Portable self-storage................... 8,648 7,690 16,502 15,525 Depreciation and amortization............... 35,744 34,769 71,778 64,925 General and administrative.................. 5,576 3,060 8,621 5,418 Interest expense............................ 1,261 2,530 2,667 3,734 ------------- ------------- ------------- ------------- 103,382 94,282 203,027 177,102 ------------- ------------- ------------- ------------- Income before minority interest............. 84,768 77,955 161,718 143,150 Minority interest in income: Preferred operating partnership units....... (7,411) - (8,336) - Other....................................... (3,054) (4,304) (6,518) (7,657) ------------- ------------- ------------- ------------- NET INCOME..................................... $ 74,303 $ 73,651 $ 146,864 $ 135,493 ============= ============= ============= ============= NET INCOME ALLOCATION: Allocable to preferred shareholders.......... $ 25,045 $ 23,824 $ 50,083 $ 45,354 Allocable to equity shareholders, Series A... 2,666 - 4,924 - Allocable to common shareholders............. 46,592 49,827 91,857 90,139 ------------- ------------- ------------- ------------- $ 74,303 $ 73,651 $ 146,864 $ 135,493 ============= ============= ============= ============= PER COMMON SHARE: Net income per share - Basic................. $0.35 $0.39 $0.69 $0.73 ============= ============= ============= ============= Net income per share - Diluted............... $0.35 $0.39 $0.69 $0.73 ============= ============= ============= ============= Net income per depositary share of Equity Stock, Series A - Basic and Diluted.......... $0.61 - $1.23 - ============= ============= ============= ============= Weighted average common shares - Basic....... 131,588 128,904 132,184 123,793 ============= ============= ============= ============= Weighted average common shares - Diluted..... 131,734 129,250 132,335 124,133 ============= ============= ============= ============= Weighted average depositary shares of Equity Stock, Series A - Basic and Diluted...... 4,353 - 4,028 - ============= ============= ============= =============
See accompanying notes. 2 PUBLIC STORAGE, INC. CONDENSED CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY (AMOUNTS IN THOUSANDS) (UNAUDITED)
Cumulative Senior Class B Preferred Common Common Paid-in Stock Stock Stock Capital ------------ ----------- ---------- ------------- Balances at December 31, 1999.......................... $ 1,155,150 $ 12,671 $ 700 $ 2,463,193 Issuance of common stock: Exercise of stock options (197,599 shares).......... 19 3,698 Conversion of OP units (98,900 shares) ............. 9 2,631 Repurchase of common stock (2,840,100 shares) ......... (284) (63,303) Issuance of Equity Stock, Series A to Public (4,300.555 shares)................................................ 83,810 Issuance of Equity Stock, Series A to affiliate (52.547 shares)........................................ 1,026 Costs in connection with issuance of preferred operating partnership units (see note 7)......................... (3,200) Net income............................................. Cash distributions: Cumulative Senior Preferred Stock .................. Equity Stock, Series A.............................. Class B Common Stock................................ Common Stock........................................ ------------ ----------- ---------- ------------- Balances at June 30, 2000.............................. $ 1,155,150 $ 12,415 $ 700 $ 2,487,855 ============ =========== ========== =============
Total Cumulative Cumulative Shareholders' Net Income Distributions Equity ------------- ------------- ------------- Balances at December 31, 1999.......................... $ 1,089,973 $ (1,032,587) $ 3,689,100 Issuance of common stock: Exercise of stock options (197,599 shares).......... 3,717 Conversion of OP units (98,900 shares) ............. 2,640 Repurchase of common stock (2,840,100 shares) ......... (63,587) Issuance of Equity Stock, Series A to Public (4,300.555 shares)................................................ 83,810 Issuance of Equity Stock, Series A to related party (52.547 shares)........................................ 1,026 Costs in connection with issuance of preferred operating partnership units (see note 7)......................... (3,200) Net income............................................. 146,864 146,864 Cash distributions: Cumulative Senior Preferred Stock .................. (50,083) (50,083) Equity Stock, Series A.............................. (4,924) (4,924) Class B Common Stock................................ (2,988) (2,988) Common Stock........................................ (54,900) (54,900) ------------- ------------- ------------- Balances at June 30, 2000.............................. $ 1,236,837 $ (1,145,482) $ 3,747,475 ============= ============= =============
See accompanying notes. 3 PUBLIC STORAGE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED)
For the Six Months Ended June 30, --------------------------------- 2000 1999 -------------- -------------- CASH FLOWS FROM OPERATING ACTIVITIES: Net income.................................................................. $ 146,864 $ 135,493 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation and amortization............................................. 71,778 64,925 Depreciation included in equity earnings of real estate entities.......... 10,130 9,574 Minority interest in income............................................... 14,854 7,657 -------------- -------------- Total adjustments..................................................... 96,762 82,156 -------------- -------------- Net cash provided by operating activities......................... 243,626 217,649 -------------- -------------- CASH FLOWS FROM INVESTING ACTIVITIES: Principal payments received on notes receivable from affiliates........... 1,980 26,818 Notes receivable from affiliates.......................................... (11,400) (29,500) Capital improvements to real estate facilities............................ (9,182) (10,156) Construction in process................................................... (93,002) (45,238) Acquisition of minority interests......................................... (28,141) (14,654) Proceeds from the disposition of real estate facilities................... 8,652 8,417 Proceeds from the disposition of real estate investments.................. 20,276 - Acquisition of investment in real estate entities......................... (49,462) (50,456) Acquisition of real estate facilities..................................... (14,848) (5,243) Acquisition cost of business combinations................................. - (171,896) -------------- -------------- Net cash used in investing activities............................. (175,127) (291,908) -------------- -------------- CASH FLOWS FROM FINANCING ACTIVITIES: Principal payments on notes payable....................................... (5,952) (8,875) Net proceeds from the issuance of common stock............................ 3,717 8,083 Net proceeds from the issuance of preferred stock......................... - 222,555 Net proceeds from the issuance of equity stock............................ 39,800 - Net proceeds from the issuance of preferred partnership units............. 311,800 - Repurchase of common stock................................................ (63,587) (17,578) Distributions paid to preferred and common shareholders................... (112,895) (102,121) Special distribution paid to common shareholders.......................... (38,076) - Investment by minority interests.......................................... 6,593 - Distributions to holders of preferred partnership units................... (8,336) Distributions from operations to minority interests....................... (18,328) (12,472) Net reinvestment (divestment) of minority interests....................... 5,753 (2,068) Other..................................................................... (4,162) 3,445 -------------- -------------- Net cash provided by financing activities......................... 116,327 90,969 -------------- -------------- Net increase in cash and cash equivalents..................................... 184,826 16,710 Cash and cash equivalents at the beginning of the period...................... 55,125 51,225 -------------- -------------- Cash and cash equivalents at the end of the period............................ $ 239,951 $ 67,935 ============== ==============
See accompanying notes. 4 PUBLIC STORAGE, INC. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (AMOUNTS IN THOUSANDS) (UNAUDITED) (CONTINUED)
For the Six Months Ended June 30, ---------------------------------- 2000 1999 -------------- -------------- SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES: Business combinations: Real estate facilities......................................... $ - $ (720,197) Construction in process........................................ - (11,449) Investment in real estate entities............................. - (356) Mortgage notes receivable...................................... - (6,739) Other assets................................................... - (1,633) Accrued and other liabilities.................................. - 22,824 Minority interest.............................................. - 32,201 Notes payable.................................................. - 100,000 Reduction to investment in real estate entities in connection with: Business combinations.......................................... - 66,230 Acquisitions of real estate facilities......................... 3,143 Disposition of real estate investment in exchange for other assets: Investment in real estate entities............................. 14,435 - Other assets................................................... (14,435) - Real estate acquired in exchange for equity stock and reduction to investment in real estate entities.............................. (19,017) - Acquisition of minority interest and real estate in exchange for common stock: Real estate facilities......................................... (15,681) (17,155) Minority interest.............................................. (15,450) (13,446) Mortgage notes receivable forgiven in exchange for minority interest and real estate.................................................. 350 - Real estate facilities and accumulated depreciation disposed of in exchange for notes receivable, minority interests and other assets 18,769 22,677 Minority interests acquired in exchange for the disposition of real estate facilities........................................... (6,427) - Note receivable received in exchange for the disposition of real estate facilities................................................ (3,690) (10,460) Issuance of Equity Stock, Series A: In connection with special distribution to common shareholders.. 44,010 - In connection with acquisition of real estate facilities........ 1,026 - Decrease in distributions payable through the issuance of Equity Stock, Series A.................................................. (44,010) - Other assets received in connection with real estate dispositions... - (3,800) Issuance of common stock : In connection with business combinations....................... - 347,223 To acquire minority interest in consolidated real estate 2,640 15,947 entities.......................................................
See accompanying notes. 5 PUBLIC STORAGE, INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS JUNE 30, 2000 (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 storage facilities which offer storage spaces and containers 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. In 1996 and 1997, we organized Public Storage Pickup and Delivery, Inc., as a separate corporation and partnership (the corporation and partnership are collectively referred to as "PSPUD") to operate storage facilities that rent portable storage containers to customers for storage in central warehouses. At June 30, 2000, PSPUD had 37 facilities in operation. We invest in real estate facilities by acquiring wholly owned facilities or by acquiring interests in real estate entities which own real estate facilities. At June 30, 2000, we had direct and indirect equity interests in 1,455 properties located in 38 states, including 1,325 storage facilities and 130 commercial properties. We operate all of the self-storage facilities under the "Public Storage" name. 2. Summary of significant accounting policies ------------------------------------------ Basis of presentation --------------------- The consolidated financial statements include the accounts of the Company and 34 controlled entities (the "Consolidated Entities"). Collectively, the Company and these entities own a total of 1,219 real estate facilities, consisting of 1,213 storage facilities and six commercial properties. At June 30, 2000, we had equity investments in 11 limited partnerships in which we do not have a controlling interest. These limited partnerships collectively own 112 self-storage facilities, which are managed by the Company. In addition, we own approximately 41% of the common interest in PS Business Parks, Inc. ("PSB"), which owns and operates 124 commercial properties. We do not control these entities, accordingly, our investments in these limited partnerships and PSB are accounted for using the equity method. Use of estimates ---------------- The preparation of the consolidated financial statements in conformity with generally accepted accounting principles 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 tax ---------- 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 2000 and, accordingly, no provision for income taxes has been made in the accompanying financial statements. 6 Financial instruments --------------------- The methods and assumptions used to estimate the fair value of financial instruments is 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 debt 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 assets, and accrued and other liabilities, the carrying values as presented on the consolidated balance sheets are reasonable estimates of fair value. 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 and treasury securities, are only invested in entities with an investment grade rating. Notes receivable are substantially all secured by real estate facilities that we believe are valued in excess of the related note receivable. Accounts receivable are not a significant portion of total assets and are comprised of a large number of individual customers. Real estate facilities ---------------------- Real estate facilities are recorded at cost. 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 1995, the Financial Accounting Standards Board issued Statement No. 121, "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed Of" which requires impairment losses to be recorded on long-lived assets. We annually evaluate long-lived assets (including goodwill), by identifying indicators of impairment and by comparing the sum of the estimated undiscounted future cash flows for each asset to the asset's carrying amount. When indicators of impairment are present and the sum of the undiscounted cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset's current carrying value and its value based upon discounting its estimated future cash flows. Statement No. 121 also addresses the accounting for long-lived assets that are expected to be disposed of. Such assets are to be reported at the lower of their carrying amount or fair value, less cost to sell. Our evaluations have indicated no impairment in the carrying amount of our assets. Other assets ------------ Other assets primarily consist of furniture, fixtures, equipment, and other assets, including those associated with the portable self-storage business. Included in other assets with respect to the portable self-storage business is furniture, fixtures, and equipment (net of accumulated depreciation) of $32,999,000 and $34,704,000 at June 30, 2000 and December 31, 1999, respectively. Included in depreciation and amortization expense for the three months ended June 30, 2000 and 1999 is $1,255,000 and $1,250,000, respectively, and $2,408,000 and $2,432,000 for the six months ended June 30, 2000 and 1999, respectively, of depreciation of furniture, fixtures, and equipment of the portable self-storage business. 7 Intangible assets ----------------- Intangible assets consist of property management contracts ($165,000,000) and the cost over the fair value of net tangible and identifiable intangible assets ($67,726,000) acquired. Intangible assets are amortized straight-line over 25 years. At June 30, 2000 intangible assets are net of accumulated amortization of $43,056,000 ($38,400,000 at December 31, 1999). Included in depreciation and amortization expense for the three and six months ended June 30, 2000 and 1999 is $2,328,000 and $4,656,000, respectively, related to the amortization of intangible assets. Revenue and expense recognition ------------------------------- Property rents are 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. Advertising costs are expensed as incurred. 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 costs 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 --------------------------- Dividends paid to our preferred shareholders totaling $25,045,000 and $23,824,000 for the three months ended June 30, 2000 and 1999, respectively, and $50,083,000 and $45,354,000 for the six months ended June 30, 2000 and 1999, respectively, have been deducted from net income to arrive at net income allocable to our common shareholders. 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 for the three and six months ended June 30, 2000 was allocated approximately $2,666,000 and $4,924,000, respectively, of net income and the remaining $46,592,000 and $91,857,000, respectively, was allocated to the regular common shares. Diluted net income per common share is computed using the weighted average common shares outstanding (adjusted for stock options). Commencing January 1, 2000, the Company's 7,000,000 Class B common shares outstanding began to participate in distributions of the Company's earnings. Distributions per share of Class B common stock are equal to 97% of the per share distribution paid to the Company's regular common shares. As a result of this participation in distribution of earnings, for purposes of computing net income per common share, we began to include 6,790,000 (7,000,000 x 97%) Class B common shares in the weighted average common equivalent shares for the three and six months ended June 30, 2000. Weighted average shares for the three and six months ended June 30, 1999 does not include any shares with respect to the Class B common stock as these shares did not participate in distributions of the Company's earnings prior to January 1, 2000. 8 Stock-based compensation ------------------------ In October 1995, the Financial Accounting Standards Board issued Statement No. 123 "Accounting for Stock-Based Compensation" which provides companies an alternative to accounting for stock-based compensation as prescribed under APB Opinion No. 25 (APB 25). Statement 123 encourages, but does not require companies to recognize expense for stock-based awards based on their fair value at date of grant. Statement No. 123 allows companies to continue to follow existing accounting rules (intrinsic value method under APB 25) provided that pro-forma disclosures are made of what net income and earnings per share would have been had the new fair value method been used. We have elected to adopt the disclosure requirements of Statement No. 123 but will continue to account for stock-based compensation under APB 25. Reclassifications ----------------- Certain reclassifications have been made to the consolidated financial statements for 1999 in order to conform to the 2000 presentation. 3. Merger with Storage Trust Realty, Inc. -------------------------------------- On March 12, 1999, we completed a merger with Storage Trust Realty, Inc. ("Storage Trust"). All the outstanding stock of Storage Trust was exchanged for 13,009,485 shares of the Company's common stock and an additional 1,011,963 shares were reserved for issuance upon conversion of limited partnership units in Storage Trust's operating partnership. In this merger, the Company acquired interests in 215 storage facilities located in 16 states totaling approximately 12 million net rentable square feet. The historical operating results of the merger with Storage Trust prior to March 12, 1999 have not been included in our historical operating results. Pro forma selected financial data for the six months ended June 30, 1999 as though the merger had been effective at January 1, 1999 are as follows: Six Months Ended (In thousands, except per share data) June 30, 1999 -------------------------------------------- ----------------- Revenues.................................... $ 337,651 Net income.................................. $ 139,422 Net income per common share (Basic)......... $ 0.73 Net income per common share (Diluted)....... $ 0.73 The pro forma data does not purport to be indicative of operations that would have occurred had the merger occurred at the beginning of the period or future results of operations of the Company. Certain pro forma adjustments were made to the combined historical amounts to reflect (i) expected reductions in general and administrative expenses, (ii) estimated increased interest costs to finance the cash portion of the acquisition cost, and (iii) estimated increased depreciation expense. 9 4. Real estate facilities ---------------------- Activity in real estate facilities during 2000 is as follows: In thousands --------------- Operating facilities, at cost Balance at December 31, 1999.................... $ 3,822,433 Developed facilities............................ 63,863 Acquired facilities............................. 19,017 Disposition of facilities....................... (19,020) Acquisition of minority interest................ 15,681 Capital improvements............................ 9,182 --------------- Balance at June 30,2000......................... 3,911,156 --------------- Accumulated depreciation: Balance at December 31, 1999.................... (533,412) Additions during the year....................... (64,714) Disposition of facilities....................... 251 --------------- Balance at June 30,2000......................... (597,875) --------------- Construction in progress: Balance at December 31, 1999.................... 140,764 Current development............................. 93,002 Developed facilities............................ (63,863) --------------- Balance at June 30,2000......................... 169,903 --------------- Total real estate facilities at June 30, 2000... $ 3,483,184 =============== During the six months ended June 30, 2000, we opened 13 newly developed facilities having approximately 910,000 aggregate net rentable square feet and a total cost of $57.5 million, and two expansions of facilities having a total cost of $6.4 million. Construction in progress at June 30, 2000 consists of 29 storage facilities, and 15 expansions of existing storage facilities. During the six months ended June 30, 2000 we acquired two commercial facilities and two storage facilities in separate transactions for an aggregate cost of $19,017,000, comprised of $14,848,000 cash, a $3,143,000 investment in real estate entities, and $1,026,000 in the issuance of the Company's Equity Stock, Series A. As previously reported in our Form 10-K, we granted an option to acquire eight of our properties. In January, 2000, the buyer exercised the option and, as a result, we disposed of eight storage facilities for an aggregate of $18,769,000, composed of cash ($8,652,000), a reduction of minority interests ($6,427,000), and a note receivable ($3,690,000). There was no gain or loss on this transaction. Our policy is to capitalize interest incurred on debt during the course of construction of our self-storage and industrial facilities. Interest capitalized during the three and six months ended June 30, 2000 was $2,045,000 and $4,156,000, respectively, compared to $988,000 and $1,946,000, respectively, for the same periods in 1999. 10 5. Investment in real estate entities: ----------------------------------- At June 30, 2000, our investment in real estate entities consists of (i) partnership interests in 11 partnerships, which principally own self-storage facilities and (ii) our ownership interest in PSB. Such 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. During the three and six months ended June 30, 2000 we recognized earnings from our investments of $9,155,000 and $17,431,000, respectively, compared to $9,347,000 and $17,469,000 for the same period in 1999. In April 1997, we formed a joint venture partnership with an institutional investor (the "Joint Venture") to participate in the development of approximately $220 million of storage facilities. The Joint Venture has a total of 45 opened facilities with a total cost of $217.4 million at June 30, 2000, and has two projects in process with an aggregate cost incurred to date of approximately $10.8 million ($1.3 million estimated to complete) at June 30, 2000. Summarized combined financial data (based on historical cost) with respect to those unconsolidated real estate entities in which the Company had an ownership interest at June 30, 2000 are as follows:
For the six months ended June 30, 2000 -------------------------------------------------------------------------- Other Equity Development Investments Joint Venture PSB Total -------------- -------------- -------------- -------------- (Amounts in thousands) Rental income......................... $ 19,945 $ 11,614 $ 70,467 $ 102,026 Other income.......................... 612 122 3,485 4,219 -------------- -------------- -------------- -------------- Total revenues........................ 20,557 11,736 73,952 106,245 -------------- -------------- -------------- -------------- Cost of operations.................... 6,257 5,040 19,670 30,967 Depreciation.......................... 2,221 3,096 17,274 22,591 Other expenses........................ 1,805 73 2,722 4,600 -------------- -------------- -------------- -------------- Total expenses........................ 10,283 8,209 39,666 58,158 -------------- -------------- -------------- -------------- Income before minority interest....... 10,274 3,527 34,286 48,087 Minority interest .................... - - (12,031) (12,031) -------------- -------------- -------------- -------------- Net income............................ $ 10,274 $ 3,527 $ 22,255 $ 36,056 ============== ============== ============== ============== At June 30, 2000: - ----------------- Real estate, net...................... $ 68,777 $ 219,496 $ 822,054 $ 1,110,327 Total assets.......................... 98,594 224,085 906,321 1,229,000 Total liabilities..................... 47,991 4,087 57,964 110,042 Minority interest..................... - - 291,296 291,296 Total equity.......................... 50,603 219,998 557,061 827,662 The Company's investment (book value) at June 30, 2000....................... $ 142,594 $ 65,999 $ 250,413 $ 459,006 The Company's effective average ownership interest at June 30, 2000. 46% 30% 41%
6. Revolving line of credit ------------------------ The credit agreement (the "Credit Facility") has a borrowing limit of $150 million and an expiration date of July 1, 2002. The expiration date may be extended by one year on each anniversary of the credit agreement. Interest on outstanding borrowings is payable monthly. At our option, the rate of interest charged is equal to (i) the prime rate or (ii) a rate 11 ranging from the London Interbank Offered Rate ("LIBOR") plus 0.40% to LIBOR plus 1.10% depending on the Company's credit ratings and coverage ratios, as defined. In addition, the Company is required to pay a quarterly commitment fee of 0.250% (per annum). The Credit Facility allows us, at our option, to request the group of banks to propose the interest rate they would charge on specific borrowings not to exceed $50 million; however, in no case may the interest rate proposal be greater than the amount provided by the Credit Facility. At June 30, 2000, we had no borrowings on our line of credit. 7. 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 Company relating to the consolidated operations of the Consolidated Entities. In November 1999, we formed a second development joint venture with a joint venture partner to develop $100 million of storage facilities and to purchase $100 million of the Company's Equity Stock, Series AAA. The joint venture is funded solely with equity capital consisting of 51% from the Company and 49% from the joint venture partner. The joint venture is consolidated and, accordingly, the Equity Stock, Series AAA is eliminated in consolidation. Included in minority interest is approximately $69,893,000 contributed by our joint venture partner since inception of the venture. Minority interest has increased $6,593,000 since December 31, 1999 as a result of contributions by our joint venture partner. On March 17, 2000, one of our operating partnerships issued $240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units and on March 29, 2000, one of our operating partnerships issued $75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units. The units are not redeemable during the first 5 years, thereafter, 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 9.5% Series N Cumulative Preferred Stock and the Series O preferred units are convertible into shares of 9.125% Series O Cumulative Preferred Stock of the Company. We incurred $3,200,000 in costs in these issuances; these costs were recorded as a reduction to Paid in Capital. These transactions had the effect of increasing minority interest by $315.0 million. For the three and six months ended June 30, 2000, the holders of these preferred units were paid in aggregate approximately $7,411,000 and $8,336,000, respectively, in distributions and received a corresponding allocation of minority interest in earnings. In connection with the merger with Storage Trust in March 1999, minority interest increased by approximately $27,009,000, reflecting the fair value of operating partnership units ("OP Units") in Storage Trust's operating partnership owned by minority interests. OP Units are convertible on a one-for-one basis (subject to certain limitations) into common shares of the Company at the option of the unitholder. Minority interest in income with respect to OP Units reflects the OP Units' share of the net income of the Company, with net income allocated to weighted average outstanding OP Units on a per unit basis equal to diluted earnings per common share. During the six months ended June 30, 2000, 376,004 OP units were redeemed in connection with the sale of real estate facilities and other minority interest transactions, and the related impact on minority interest is included in the transactions summarized below. As of June 30, 2000, 394,888 of such units are outstanding. During the six months ended June 30, 2000, minority interest was reduced by $6,427,000 in connection with the disposition of real estate facilities. In addition, in the six months ended June 30, 2000, the Company acquired interests in the Consolidated Entities for an aggregate cost of $31,131,000, comprised of $28,141,000 cash, forgiveness of a note 12 receivable of $350,000, and issuance of common stock of $2,640,000; these acquisitions had the effect of reducing minority interest by $15,450,000, with the excess of cost over underlying book value ($15,681,000) allocated to real estate. 8. Shareholders' equity -------------------- Preferred stock --------------- At June 30, 2000, we had the following series of Preferred Stock outstanding: Dividend Shares Carrying Series Rate Outstanding Amount - ----------------------- ----------- ------------ ------------ (Dollar amount in thousands) Series A 10.000% 1,825,000 $ 45,625 Series B 9.200% 2,386,000 59,650 Series C Adjustable 1,200,000 30,000 Series D 9.500% 1,200,000 30,000 Series E 10.000% 2,195,000 54,875 Series F 9.750% 2,300,000 57,500 Series G 8.875% 6,900 172,500 Series H 8.450% 6,750 168,750 Series I 8.625% 4,000 100,000 Series J 8.000% 6,000 150,000 Series K 8.250% 4,600 115,000 Series L 8.250% 4,600 115,000 Series M 8.750% 2,250 56,250 ------------ ------------ Total Senior Preferred Stock 11,141,100 $ 1,155,150 ============ ============ The Series A through Series M preferred stock (collectively the "Senior Preferred Stock") have general preference rights with respect to liquidation and quarterly distributions. Holders of the preferred stock, except under certain conditions and as noted above, 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 in the governing documents) 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, 2000, there were no dividends in arrears and the Debt Ratio was 3.2%. Except under certain conditions relating to the Company's qualification as a REIT, the Senior Preferred Stock is not redeemable prior to the following dates: Series A - September 30, 2002, Series B - March 31, 2003, Series C - June 30, 1999, Series D - September 30, 2004, Series E - January 31, 2005, Series F - April 30, 2005, Series G - December 31, 2000, Series H - January 31, 2001, Series I - October 31, 2001, Series J - August 31, 2002, Series K - January 19, 2004, Series L - March 10, 2004, Series M - August 17, 2004. On or after the respective dates, each of the series of Senior 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 G, Series H, Series I, Series J, Series K, Series L and Series M), plus accrued and unpaid dividends. 13 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. In January 2000, we issued 4,300,555 depositary shares (2,200,555 shares as part of a special distribution declared on November 15, 1999 and 2,100,000 shares in a separate public offering) each representing 1/1,000 of a share of Equity Stock, Series A ("Equity Stock A"). In addition, in the second quarter of 2000, we issued 52,547 depositary shares of Equity Stock A to a related party in connection with the acquisition of real estate facilities. The Equity Stock A ranks on a parity with common stock and junior to the Senior 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: a) five times the per share dividend on the Common Stock or b) $2.45 per annum (prorated for the year 2000). 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, 2005. On or after March 31, 2005, 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 into common stock on a one for one basis. The depositary shares are otherwise not convertible into common stock. Holders of depositary shares vote as a single class with our holders of common stock on shareholder matters, but the depositary shares have the equivalent of one-tenth of a vote per depositary share. We have no obligation to pay distributions if no distributions are paid to common shareholders. In June 1997, we contributed $22,500,000 (225,000 shares) of equity stock, now designated as Equity Stock, Series AA ("Equity Stock AA") to a partnership in which we are the general partner. As a result of this contribution, we obtained a controlling interest in the partnership and began to consolidate the accounts of the partnership and therefore the equity stock is eliminated in consolidation. The Equity Stock AA ranks on a parity with Common Stock and junior to the Senior Preferred Stock with respect to general preference rights and has a liquidation amount of ten times the amount paid to each Common Share up to a maximum of $100 per share. Quarterly distributions per share on the Equity Stock AA are equal to the lesser of (i) 10 times the amount paid per Common Stock or (ii) $2.20. We have no obligation to pay distributions if no distributions are paid to common shareholders. 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. 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 common stock and junior to the Senior Preferred Stock (as defined below) 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 if no distributions are paid to common shareholders. Common Stock ------------ During the six months ended June 30, 2000, the Company issued 197,599 shares of common stock in connection with the exercise of stock options and 98,900 shares in connection with the redemption of Storage Trust OP Units. 14 As previously announced, the Company's Board of Directors authorized the repurchase from time to time of up to 15,000,000 shares of the Company's common stock on the open market or in privately negotiated transactions. In the six months ended June 30, 2000, the Company repurchased a total of 2,840,100 shares, for a total aggregate cost of approximately $63,585,000. From the initial authorization through June 30, 2000, the Company has repurchased a total of 10,248,927 shares of common stock at an aggregate cost of approximately $244,406,000. From July 1, 2000 through August 9, 2000, we have not repurchased any additional shares. Class B Common Stock -------------------- The Class B Common Stock was eligible to receive distributions commencing January 1, 2000 and will participate in distributions at the rate of 97% of the per share distributions on the Common Stock, provided that cumulative distributions of at least $0.22 per quarter per share have been paid on the Common Stock, (i) not participate in liquidating distributions, (ii) not be entitled to vote (except as expressly required by California law) and (iii) automatically convert into Common Stock, on a share for share basis, upon the later to occur of FFO per common share aggregating $3.00 during any period of four consecutive calendar quarters or January 1, 2003. For these purposes, FFO means net income (loss) before (i) gain (loss) on early extinguishment of debt, (ii) minority interest in income and (iii) gain (loss) on disposition of real estate, adjusted as follows: (a) plus depreciation and amortization, and (b) less FFO attributable to minority interest. FFO per common share means FFO less preferred stock dividends and Equity Stock A dividends divided by the outstanding weighted average shares of Common Stock assuming conversion of all outstanding convertible securities and the Class B Common Stock. For these purposes, FFO per share of Common Stock (as defined above) was $2.57 for the four consecutive calendar quarters ended June 30, 2000. 15 Dividends --------- The following summarizes dividends during the first six months of 2000: Distributions Per Share or Depositary Share Total Distributions ----------------- ------------------- Series A........................... $1.250 $2,280,000 Series B........................... $1.150 2,744,000 Series C........................... $0.867 1,041,000 Series D........................... $1.188 1,426,000 Series E........................... $1.250 2,744,000 Series F........................... $1.219 2,802,000 Series G........................... $1.109 7,656,000 Series H........................... $1.056 7,130,000 Series I........................... $1.078 4,312,000 Series J........................... $1.000 6,000,000 Series K .......................... $1.031 4,744,000 Series L .......................... $1.031 4,744,000 Series M .......................... $1.094 2,460,000 ------------------- 50,083,000 Equity Stock, Series A............. $1.130 4,924,000 Common............................. $0.440 54,900,000 Common, Series B................... $0.427 2,988,000 ------------------- Total dividends................. $112,895,000 =================== At December 31, 1999, the Company had accrued distributions totaling $82,086,000 ($0.64 per share) of the common dividend for 1999, of which $38,076,000 was paid on January 14, 2000 in cash and $44,010,000 was paid in the issuance of depositary shares of Equity Stock A. The dividend rate on the Series C Preferred Stock for the first and second quarters of 2000 was equal to 6.897% and 6.974%, respectively, per annum. The dividend rate per annum will be adjusted quarterly and will be equal to the highest of one of three U.S. Treasury indices (Treasury Bill Rate, Ten Year Constant Maturity Rate, or Thirty Year Constant Maturity Rate) multiplied by 110%. However, the dividend rate for any dividend period will neither be less than 6.75% per annum nor greater than 10.75%. The dividend rate for the quarter ending September 30, 2000 will be equal to 6.75% per annum. 10. Segment Information ------------------- In July 1997, the Financial Accounting Standards Board issued Statement No. 131, "Disclosures about Segments of an Enterprise and Related Information" ("FAS 131"), which establishes standards for the way that public business enterprises report information about operating segments. This statement is effective for financial statements for periods beginning after December 15, 1997. We adopted this standard effective for the year ended December 31, 1998. Description of each reportable segment -------------------------------------- Our reportable segments reflect significant operating activities that are evaluated separately by management. We have three reportable segments: self-storage operations, portable self-storage operations, and commercial property operations. 16 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 storage properties. The portable self-storage operations reflect the containerized portable self-storage operations of PSPUD. The commercial property segment reflects our interest in the ownership and operation 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, in facilities that combine storage and commercial space for rent. 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 generally accepted accounting principles and our significant accounting policies as denoted in Note 2, before interest and other income, interest expense, 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 are not allocated to segments because management does not utilize them to evaluate of the results of operations of each segment. Measurement of segment assets ----------------------------- No segment data relative to assets or liabilities is presented, because we do not evaluate performance based upon the assets or liabilities of the segments. We believe that the historical cost of the Company's real property does not have any significant bearing upon the performance of the commercial property and storage segments. In the same manner, management believes that the book value of investment in real estate entities as having no bearing upon the results of those investments. 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. We perform post-acquisition analysis of various investments; however, such evaluations are beyond the scope of FAS 131. Our income statement provides most of the information required in order to determine the performance of each of our three 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." 17
Three months ended Six months ended June 30, June 30, ---------------------- ---------------------- 2000 1999 Change 2000 1999 Change --------- --------- --------- --------- --------- --------- (Dollar amounts in thousands) RECONCILIATION OF REVENUES BY SEGMENT SELF STORAGE Self-storage property rentals........................ $161,295 $149,745 $11,550 $315,929 $278,774 $37,155 Equity in earnings - self storage property operations 5,733 6,852 (1,119) 10,982 11,119 (137) Equity in earnings - Depreciation (self storage) .... (1,384) (2,505) 1,121 (3,026) (3,967) 941 --------- --------- --------- --------- --------- --------- Self storage segment revenues.................... 165,644 154,092 11,552 323,885 285,926 37,959 --------- --------- --------- --------- --------- --------- PORTABLE SELF STORAGE ................................. 9,240 6,448 2,792 16,789 11,876 4,913 --------- --------- --------- --------- --------- --------- COMMERCIAL PROPERTIES Commercial property rentals.......................... 2,827 1,948 879 5,586 3,862 1,724 Equity in earnings - commercial property operations.. 10,729 8,878 1,851 20,558 17,300 3,258 Equity in earnings - Depreciation (commercial properties)....................................... (3,714) (2,940) (774) (7,104) (5,607) (1,497) --------- --------- --------- --------- --------- --------- Commercial properties segment revenues.......... 9,842 7,886 1,956 19,040 15,555 3,485 --------- --------- --------- --------- --------- --------- OTHER ITEMS NOT ALLOCATED TO SEGMENTS Equity in earnings - general and administrative and (2,209) (938) (1,271) (3,979) (1,376) (2,603) other............................................. Interest and other income............................ 5,633 4,749 884 9,010 8,271 739 --------- --------- --------- --------- --------- --------- Total other items not allocated to segments...... 3,424 3,811 (387) 5,031 6,895 (1,864) --------- --------- --------- --------- --------- --------- Total revenues................................... $188,150 $172,237 $15,913 $364,745 $320,252 $44,493 ========= ========= ========= ========= ========= =========
18
Three months ended Six months ended June 30, June 30, ------------- --------- ---------------------- 2000 1999 Change 2000 1999 Change --------- --------- --------- --------- --------- --------- (Dollar amounts in thousands) RECONCILIATION OF NET INCOME BY SEGMENT Self storage Self-storage properties ............................. $110,023 $104,143 $5,880 $214,300 $192,543 $21,757 Depreciation and amortization - self storage......... (33,730) (33,089) (641) (68,165) (61,639) (6,526) Equity in earnings - self storage property operations 5,733 6,852 (1,119) 10,982 11,119 (137) Equity in earnings - depreciation (self-storage) .... (1,384) (2,505) 1,121 (3,026) (3,967) 941 --------- --------- --------- --------- --------- --------- Total self storage segment net income............ 80,642 75,401 5,241 154,091 138,056 16,035 --------- --------- --------- --------- --------- --------- Portable self storage.................................. (663) (2,492) 1,829 (2,121) (6,081) 3,960 --------- --------- --------- --------- --------- --------- Commercial properties Commercial properties................................ 1,946 1,317 629 3,756 2,593 1,163 Depreciation and amortization - commercial properties (759) (430) (329) (1,205) (854) (351) Equity in earnings - commercial property operations.. 10,729 8,878 1,851 20,558 17,300 3,258 Equity in earnings - depreciation (commercial properties) ........................................ (3,714) (2,940) (774) (7,104) (5,607) (1,497) --------- --------- --------- --------- --------- --------- Total commercial property segment net income..... 8,202 6,825 1,377 16,005 13,432 2,573 --------- --------- --------- --------- --------- --------- Other items not allocated to segments: Equity in earnings - general and administrative and other............................................. (2,209) (938) (1,271) (3,979) (1,376) (2,603) Interest and other income............................ 5,633 4,749 884 9,010 8,271 739 General and administrative........................... (5,576) (3,060) (2,516) (8,621) (5,418) (3,203) Interest expense..................................... (1,261) (2,530) 1,269 (2,667) (3,734) 1,067 Minority interest in income.......................... (10,465) (4,304) (6,161) (14,854) (7,657) (7,197) --------- --------- --------- --------- --------- --------- Total other items not allocated to segments...... (13,878) (6,083) (7,795) (21,111) (9,914) (11,197) --------- --------- --------- --------- --------- --------- Total net income ................................ $74,303 $73,651 $652 $146,864 $135,493 $11,371 ========= ========= ========= ========= ========= =========
11. Subsequent Event ---------------- On August 11, 2000, one of our operating partnerships issued $50.0 million of 8.75% Series P Cumulative Redeemable Perpetual Preferred Units. The units are not redeemable during the first 5 years, thereafter, 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 P preferred units are convertible into shares of 8.75% Series P Cumulative Preferred Stock. 19 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 21F 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 our actual results and performance to be materially different from those expressed or implied in the forward looking statements. Such factors include the impact of competition from new and existing self-storage and commercial facilities which could impact rents and occupancy levels at our facilities; our ability to evaluate, finance, and integrate acquired and developed properties into our existing operations; our ability to effectively compete in the markets that it does business in; the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts; the acceptance by consumers of the Pickup and Delivery concept; the impact of general economic conditions upon rental rates and occupancy levels at our facilities; and the availability of permanent capital at attractive rates. RESULTS OF OPERATIONS - -------------------------------------------------------------------------------- Net income for the three months ended June 30, 2000 was $74,303,000 compared to $73,651,000 for the same period in 1999, representing an increase of $652,000 or 0.9%. The increase in net income was primarily the result of improved property operations, reduced operating losses from the portable storage business, and the acquisition of additional real estate investments during 1999 and 2000. The impact of these items was offset partially by certain factors including increased dilution from uninvested proceeds from the issuance of equity securities, increased dilution from development activities and increased general and administrative expense. Net income for the six months ended June 30, 2000 was $146,864,000 compared to $135,493,000 for the same period in 1999, representing an increase of $11,371,000 or 8.4%. The increase in net income was primarily the result of improved property operations, reduced operating losses from the portable storage business, and the acquisition of additional real estate investments during 1999 and 2000 (including the acquisition of Storage Trust). The impact of these items was offset partially by certain factors including increased dilution from uninvested proceeds from the issuance of equity securities, increased dilution from development activities and increased general and administrative expense. Net income allocable to common shareholders was $46,592,000 or $0.35 per common share on a diluted basis (based on 131,734,000 weighted average diluted common equivalent shares) for the three months ended June 30, 2000. For the same period in 1999, net income allocable to common shareholders was $49,827,000 or $0.39 per common share on a diluted basis (based on 129,250,000 weighted average diluted common equivalent shares). In addition to the factors noted above with respect to the change in net income, the decrease in net income allocable to common shareholders includes the impact of the issuance of the Equity Stock, Series A. The decrease in net income per common share also reflects the inclusion of 6,790,000 common equivalent shares related to the Class B common shares in 2000, but not in 1999, as described more fully below. Net income allocable to common shareholders was $91,857,000 or $0.69 per common share on a diluted basis (based on 132,335,000 weighted average diluted common equivalent shares) for the six months ended June 30, 2000. For the same period in 1999, net income allocable to common shareholders was $90,139,000 or $0.73 per common share on a diluted basis (based on 124,133,000 weighted average diluted common equivalent shares). In addition to the factors noted above with respect to net income, the decrease in net income allocable to common shareholders reflects the impact of the issuance of Equity Stock, Series A. The decrease in net income per common share also reflects the inclusion of 6,790,000 common equivalent shares related to the Company's Class B common shares in 2000, but not in 1999, as described more fully below. 20 In computing net income allocable to common shareholders for each period, aggregate dividends paid to the holders of the Equity Stock, Series A and preferred equity securities have been deducted in determining net income allocable to the common shareholders. Commencing January 1, 2000, the 7,000,000 Class B common shares outstanding began to participate in distributions of the Company's earnings. Distributions per share of Class B common stock are equal to 97% of the per share distribution paid to the Company's regular common shares. As a result of this participation in distributions of earnings, for purposes of computing net income per common share, we began to include 6,790,000 (7,000,000 x 97%) Class B common shares in the weighted average common equivalent shares for the quarter and six months ended June 30, 2000. Weighted average diluted shares for the three and six months ended June 30, 1999 does not include any shares with respect to the Class B common stock as these shares did not participate in distributions of earnings prior to January 1, 2000. REAL ESTATE OPERATIONS - -------------------------------------------------------------------------------- Rental income and cost of operations have increased for the three and six months ended June 30, 2000 compared to the same period in 1999 due to our merger and acquisition activities throughout 1999 and 2000. As a result of these items, the number of facilities included in the consolidated financial statements has increased from 951 at December 31, 1998 to 1,213 at June 30, 2000. SELF-STORAGE OPERATIONS: The following table summarizes the operating results (before depreciation) of (i) the 946 stabilized self-storage facilities (56.1 million net rentable square feet) that we owned as of December 31, 1998 (the "Consistent Group") and (ii) all other facilities for which operations were not reflected in the Company's financial statements throughout the three and six months ended June 30, 2000 and the same periods in 1999 (the "Other Facilities"): 21 SUMMARY OF SELF-STORAGE OPERATIONS - HISTORICAL
Three months ended Six months ended June 30, June 30, ---------------------- Percentage ---------------------- Percentage 2000 1999 Change 2000 1999 Change --------- --------- --------- --------- --------- --------- (Amounts in thousands, except per square foot data) Rental income Consistent Group............. $ 135,339 $ 129,517 4.5% $ 265,313 $ 255,441 3.9% Other Facilities............. 25,956 20,228 28.3% 50,616 23,333 116.9% --------- --------- --------- --------- --------- --------- 161,295 149,745 7.7% 315,929 278,774 13.3% --------- --------- --------- --------- --------- --------- Cost of Operations Consistent Group............. 40,910 38,053 7.5% 81,263 77,515 4.8% Other Facilities............. 10,362 7,549 37.3% 20,366 8,716 133.7% --------- --------- --------- --------- --------- --------- 51,272 45,602 12.4% 101,629 86,231 17.9% --------- --------- --------- --------- --------- --------- Net operating income Consistent Group............. 94,429 91,464 3.2% 184,050 177,926 3.4% Other Facilities............. 15,594 12,679 23.0% 30,250 14,617 107.0% --------- --------- --------- --------- --------- --------- 110,023 104,143 5.6% 214,300 192,543 11.3% Depreciation and amortization 33,730 33,089 1.9% 68,165 61,639 10.6% --------- --------- --------- --------- --------- --------- Net Income $ 76,293 $ 71,054 7.4% $ 146,135 $ 130,904 11.6% ========= ========= ========= ========= ========= ========= CONSISTENT GROUP DATA Gross margin........................ 69.8% 70.6% (0.8)% 69.4% 69.7% (0.3)% Weighted average : Occupancy........................ 92.9% 92.8.% 0.1% 92.2% 91.9% 0.3% Realized annual rent per square foot............................. $10.41 $9.97 4.4% $10.28 $9.93 3.5% Scheduled annual rent per square foot............................. $11.07 $10.32 7.3% $10.80 $10.29 5.0% Number of facilities at end of period: Consistent group.................... 946 946 0.0% 946 946 0.0% Other Facilities.................... 267 245 9.0% 267 245 9.0% Net rentable sq. ft. at end of period (in thousands): Consistent group.................... 56,050 56,050 0.0% 56,050 56,050 0.0% Other Facilities.................... 16,194 14,356 12.8% 16,194 14,356 12.8%
Rental income for the three and six months ended June 30, 2000 is net of promotional discounts totaling $4.1 million and $8.6 million, respectively compared to $3.9 million and $8.0 million, respectively for the same period in 1999. In addition, included in cost of operations for the three and six months ended June 30, 2000 are costs associated with the telephone reservation center and advertising totaling $2.4 million and $4.6 million, respectively compared to $1.9 million and $3.9 million, respectively for the same period in 1999. The 7.5% increase in cost of operations for the three months ended June 30, 2000 as compared to the same period in 1999 includes increases in advertising and promotion (including the telephone reservation center), repair and maintenance expense, and payroll. 22 During the six months ended June 30, 2000, we have opened 13 newly developed facilities with a total cost of approximately $57.5 million. Included above with respect to these facilities was revenues of $225,000 and $256,000 for the three and six months ended June 30, 2000, respectively, and cost of operations of $249,000 and $381,000 for the three and six months ended June 30, 2000, respectively. In addition, during the six months ended June 30, 2000, the Company acquired two storage facilities for an aggregate cost of $13,087,000. Included above with respect to these facilities was revenues of $328,000 for the three and six months ended June 30, 2000, and cost of operations of $96,000 for the three and six months ended June 30, 2000. COMMERCIAL PROPERTY OPERATIONS:. Our commercial property operations included in the consolidated financial statements include commercial space owned by the Company and Consolidated Entities. 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." During the six months ended June 30, 2000, the Company acquired two commercial facilities (which are expected to be converted into storage facilities) for an aggregate cost of $5,930,000. Included within commercial property operations with respect to these facilities was revenues of $136,000 for the three and six months ended June 30, 2000, and cost of operations of $21,000 for the three and six months ended June 30, 2000. The following table sets forth the historical commercial property amounts included in the financial statements: COMMERCIAL PROPERTY OPERATIONS - HISTORICAL
Three months ended Six months ended June 30, June 30, ------------- --------- ----------------------- 2000 1999 Change 2000 1999 Change --------- --------- --------- --------- --------- --------- (Amounts in thousands) Rental income............. $ 2,827 $ 1,948 45.1% $ 5,586 $ 3,862 44.6% Cost of operations........ 881 631 39.6% 1,830 1,269 44.2% --------- --------- --------- --------- --------- --------- Net operating income prior to depreciation expense 1,946 1,317 47.8% 3,756 2,593 44.9% Depreciation expense...... 759 430 76.5% 1,205 854 41.1% --------- --------- --------- --------- --------- --------- Net income................ $ 1,187 $ 887 33.8% $ 2,551 $ 1,739 46.7% ========= ========= ========= ========= ========= =========
PORTABLE SELF-STORAGE OPERATIONS: At June 30, 2000, PSPUD operated 36 facilities. Due to the start-up nature of the business, PSPUD incurred operating losses totaling approximately $633,000 and $2,121,000 for the three and six months ended June 30, 2000, compared to $2,492,000 and $6,081,000 for the same periods in 1999: 23 PORTABLE SELF-STORAGE
Three months ended Six months ended June 30, June 30, ------------------------ ------------------------- 2000 1999 Change 2000 1999 Change --------- --------- --------- --------- --------- --------- (Amounts in thousands) Rental and other income ......... $ 9,240 $ 6,448 $ 2,792 $ 16,789 $ 11,876 $ 4,913 --------- --------- --------- --------- --------- --------- Cost of operations: Direct operating costs......... 6,076 4,524 1,552 11,232 9,137 2,095 Marketing and advertising...... 358 307 51 802 729 73 Facility lease expense......... 2,214 2,859 (645) 4,468 5,659 (1,191) --------- --------- --------- --------- --------- --------- Total cost of operations..... 8,648 7,690 958 16,502 15,525 977 Operating income (loss) prior to depreciation................... 592 (1,242) 1,834 287 (3,649) 3,936 Depreciation .................. 1,255 1,250 5 2,408 2,432 (24) --------- --------- --------- --------- --------- --------- Operating losses................. $ (663) $ (2,492) $ 1,829 $ (2,121) $ (6,081) $ 3,960 ========= ========= ========= ========= ========= =========
Until the PSPUD facilities are operating profitably, PSPUD's operations are expected to continue to adversely impact the Company's earnings and cash flows. There can be no assurance as to the level of PSPUD's expansion, level of gross rentals, level of move-outs or profitability. 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 12 limited partnerships at June 30, 2000. (PSB and the limited partnerships are collectively referred to as the "Unconsolidated Entities.") Due to our limited ownership interest and control of these entities, we do not consolidate the accounts of these entities for financial reporting purposes, and account for such investments using the equity METHOD. Equity in earnings of real estate entities for the year ended June 30, 2000 consists of our pro rata share of the Unconsolidated Entities based upon our ownership interest for the period. Similar to the Company, the Unconsolidated Entities (other than PSB) generate substantially all of their income from their ownership of storage facilities, which we manage. In the aggregate, the Unconsolidated Entities (including PSB) own a total of 236 real estate facilities, 112 of which are storage facilities. The following table sets forth the significant components of equity in earnings of real estate entities: 24 HISTORICAL SUMMARY
Three months ended Six months ended June 30, June 30, ------------------------ ------------------------ 2000 1999 Change 2000 1999 Change ---------- ---------- ---------- ---------- ---------- ---------- (Amounts in thousands) Property operations: PSB...................... $ 10,729 $ 8,878 $ 1,851 $ 20,558 $ 17,300 $ 3,258 Development Joint Venture 1,087 569 518 1,972 915 1,057 Other partnerships....... 4,646 6,283 (1,637) 9,010 10,204 (1,194) ---------- ---------- ---------- ---------- ---------- ---------- 16,462 15,730 732 31,540 28,419 3,121 ---------- ---------- ---------- ---------- ---------- ---------- Depreciation: PSB...................... (3,714) (2,940) (774) (7,104) (5,607) (1,497) Development Joint Venture (467) (304) (163) (928) (565) (363) Other partnerships....... (917) (2,201) 1,284 (2,098) (3,402) 1,304 ---------- ---------- ---------- ---------- ---------- ---------- (5,098) (5,445) 347 (10,130) (9,574) (556) ---------- ---------- ---------- ---------- ---------- ---------- Other: (1) PSB...................... (1,903) (1,057) (846) (3,439) (1,883) (1,556) Development Joint Venture (38) 21 (59) 15 43 (28) Other partnerships....... (268) 98 (366) (555) 464 (1,019) ---------- ---------- ---------- ---------- ---------- ---------- (2,209) (938) (1,271) (3,979) (1,376) (2,603) ---------- ---------- ---------- ---------- ---------- ---------- Total equity in earnings of real estate entities....... $ 9,155 $ 9,347 $ (192) $ 17,431 $ 17,469 $ (38) ========== ========== ========== ========== ========== ==========
(1) "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 decrease in 2000 equity in earnings of real estate entities compared to 1999 includes the acquisition of controlling interests in certain entities and the Company's beginning to include the accounts of such entities in the Company's consolidated financial statements. Prior to the inclusion of these entities in the Company's financial statements, the Company used the equity method to report its share of these entities' earnings. This decrease was offset by improved earnings of PSB and an increase in earnings from the Development Joint Venture. Equity in earnings with respect to the Development Joint Venture represent our pro rata share of the operating results of an unconsolidated joint venture formed in April 1997 in which we have a 30% ownership interest. The joint venture was formed for the purpose of developing approximately $220 million of self-storage facilities. As of June 30, 2000, 45 of the joint venture's 47 properties are completed and operating, substantially all of which are in the fill-up process and have not reached stabilized occupancy levels. OTHER INCOME AND EXPENSE ITEMS - -------------------------------------------------------------------------------- INTEREST AND OTHER INCOME: Interest in other income includes (i) the net operating results from our property management operations, (ii) merchandise sales and consumer truck rentals and (iii) interest income. Interest and other income has increased in the three and six months ended June 30, 2000 as compared to the same periods in 1999 as a result of higher uninvested cash balances, primarily due to our issuance of preferred operating partnership units in 2000. DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense has increased $975,000 to $35,744,000 for the three months ended June 30, 2000 as compared to $34,769,000 for the same period in 1999. Depreciation and amortization expense has increased $6,853,000 to $71,778,000 for the six months ended June 30, 2000 as compared to $64,925,000 for the same period in 1999. These increases are principally due to the acquisition of additional real estate facilities during 1999 and 2000. Included in depreciation and amortization expense is amortization expense with respect to intangible assets of $2,328,000 and $4,656,000 for the three and six months ended June 30, 2000 and 1999. Included in depreciation and amortization expense for the three months ended 25 June 30, 2000 and 1999 is $1,255,000 and $1,250,000, respectively, and $2,408,000 and $2,432,000 for the six months ended June 30, 2000 and 1999, respectively, of depreciation of furniture, fixtures, and equipment of the portable self-storage business. GENERAL AND ADMINISTRATIVE: General and administrative expense has increased $2,516,000 to $5,576,000 for the three months ended June 30, 2000 as compared to $3,060,000 for the same period in 1999. General and administrative expense has increased $3,203,000 to $8,621,000 for the six months ended June 30, 2000 as compared to $5,418,000 for the same period in 1999. The increase includes an expansion in our product research and development efforts, as well as costs associated with lease terminations on leased Pickup and Delivery facilities which were replaced by newly-developed facilities, and increased consulting fees. We anticipate that additional product research and development efforts and lease termination costs will continue to be incurred throughout fiscal 2000. MINORITY INTEREST IN INCOME: Minority interest in income represents the income allocable to equity interests in the Consolidated Entities, which are not owned by us. Minority interest in income was $10,465,000 and $14,854,000, respectively, for the three and six months ended June 30, 2000, compared to $4,304,000 and $7,657,000, respectively, for the same periods in 1999. In November 1999, we formed a joint venture partnership for the purpose of developing approximately $100 million of self-storage facilities and to purchase $100 million of our Equity Stock, Series AAA. The venture, which has been consolidated, is funded solely with equity capital consisting of 51% from us and 49% from the joint venture partner. Minority interest in income includes approximately $138,000 of loss allocated to our joint venture partner. On March 17, 2000, one of our operating partnerships issued $240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units and on March 29, 2000, one of our operating partnerships issued $75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units. The issuance of preferred partnership units had the effect of increasing minority interest by $315 million. For the six months ended June 30, 2000, these preferred units were paid in aggregate approximately $8,336,000 in distributions and received a corresponding allocation of minority interest in earnings for the partial period in which the units were outstanding. On March 30, 2000, we acquired the remaining minority interest in one of our consolidated partnerships. The aggregate cost of the acquisition was approximately $23.6 million in cash. Minority interest in income for the three months ended March 31, 2000, includes income allocated to these interests of approximately $602,000. SUPPLEMENTAL PROPERTY DATA AND TRENDS - -------------------------------------------------------------------------------- At June 30, 2000, there were approximately 46 ownership entities owning in aggregate 1,325 storage facilities, including the facilities which we own and/or operate. At June 30, 2000, 112 of these facilities were owned by Unconsolidated Entities, entities in which we have an ownership interest and use the equity method for financial statement presentation. The remaining 1,213 facilities are owned by the Company and Consolidated Entities. The following table summarizes our investment in real estate facilities as of June 30, 2000:
Number of Facilities in which the Net Rentable Square Footage Company has an ownership interest (in thousands) ---------------------------------------- --------------------------------------- Self-Storage Commercial Self-Storage Commercial Facilities Properties Total Facilities Properties Total ------------ ------------ ---------- ------------ ------------ --------- Wholly-owned facilities.................... 609 6 615 37,191 394 37,585 Facilities owned by Consolidated Entities.. 604 - 604 35,053 - 35,053 ------------ ------------ ---------- ------------ ------------ --------- Total consolidated facilities.......... 1,213 6 1,219 72,244 394 72,638 Facilities owned by Unconsolidated Entities 112 124 236 6,602 12,274 18,876 ------------ ------------ ---------- ------------ ------------ --------- Total facilities in which the Company has an ownership interest............ 1,325 130 1,455 78,846 12,668 91,514 ============ ============ ========== ============ ============ =========
26 In order to evaluate how our overall portfolio has performed, management analyzes the operating performance of a consistent group of self-storage facilities representing 949 (55.3 million net rentable square feet) of the 1,325 self-storage facilities (herein referred to as "Same Store" self-storage facilities). The 949 facilities represent a pool of properties, which have been operated under the "Public Storage" name, at a stabilized level, by the Company since January 1, 1994. From time to time, the Company removes facilities from the "Same Store" pool as a result of expansions or other activities, which make such facilities' results not comparable to previous periods. The Same Store group of properties includes 884 consolidated facilities and 65 facilities owned by Unconsolidated Entities. The following table summarizes the pre-depreciation historical operating results of the Same Store self-storage facilities: SAME STORE MINI-WAREHOUSE FACILITIES (949 FACILITIES): - ------------------------------------------------------ (historical property operations)
Three months ended June 30, Six months ended June 30, ---------------------------------------- --------------------------------------- 2000 1999 Change 2000 1999 Change ------------ ------------ ---------- ------------ ------------ --------- (Amounts in thousands) Rental income............... $ 135,991 $ 129,717 4.8% $ 266,402 $ 255,670 4.2% Cost of operations (includes an imputed 6% property management fee) (1)....... 47,106 43,954 7.2% 93,706 89,304 4.9% ------------ ------------ ---------- ------------ ------------ --------- Net operating income........ $ 88,885 $ 85,763 3.6% $ 172,696 $ 166,366 3.8% ============ ============ ========== ============ ============ ========= Gross profit margin (2)..... 65.4% 66.1% (0.7)% 64.8% 65.1% (0.3)% Weighted Average: - ---------------- Occupancy during the period................ 93.3% 93.1% 0.2% 92.5% 92.2% 0.3% Annualized realized rent per sq. ft. for period.(3) $10.54 $10.09 4.5% $10.42 $10.04 3.8% Annualized scheduled rent per sq. ft. for period (3) $11.24 $10.45 7.6% $10.95 $10.42 5.1%
1. Cost of operations includes both direct and indirect costs of ownership, management and operations of the properties. Cost of operations includes a 6% management fee on all facilities, including those facilities owned by the Company for which no fee is paid. The 7.2% increase in cost of operations for the three months ended June 30, 2000 as compared to the same period in 1999 includes increases in advertising and promotion, repair and maintenance expense, and payroll. 2. Gross profit margin is computed by dividing property net operating income (before depreciation expense) by rental revenues. The gross profit margin excluding the facility management fee was 71.4% and 72.1% for the three months ended June 30, 2000 and 1999, respectively, and 70.8% and 71.1% for the six months ended June 30, 2000 and 1999, respectively. 3. Realized rent per square foot as presented throughout this report represents the actual revenue earned per occupied square foot. Management believes this is a more relevant measure than the scheduled rental rates, since scheduled rates can be discounted through the use of promotions. Rental income for the Same Store facilities included promotional discounts totaling $3.9 million and $8.4 million, respectively, for the three and six months ended June 30, 2000, respectively as compared to $3.8 million and $7.8 million for the same period in 1999. LIQUIDITY AND CAPITAL RESOURCES - -------------------------------------------------------------------------------- We believe that our internally generated net cash provided by operating activities will continue to be sufficient to enable it to meet our operating expenses, capital improvements, debt service requirements and distributions to shareholders for the foreseeable future. 27 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 used to make distributions to our shareholders (see "REIT STATUS" 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 make the minority interests' distributions, dividend payments to the preferred shareholders and capital improvements to maintain the facilities through the use of cash provided by operating activities. The remaining cash flow generated is available to make both scheduled and optional principal payments on debt and for reinvestment.
For the six months ended June 30, ------------------------- 2000 1999 ---------- ---------- (Amounts in thousands) Net income........................................................................... $ 146,864 $ 135,493 Depreciation and amortization........................................................ 71,778 64,925 Less: Depreciation with respect to non-real estate assets........................... (2,408) (2,432) Depreciation from Unconsolidated Entities............................................ 10,130 9,574 Minority interest in income.......................................................... 14,854 7,657 ---------- ---------- Net cash provided by operating activities.......................................... 241,218 215,217 Distributions to Minority Interests: Preferred operating partnership units............................................. (8,336) - Other............................................................................. (9,992) (12,472) ---------- ---------- Cash from operations allocable to the Company's shareholders......................... 222,890 202,745 Less: preferred stock dividends...................................................... (50,083) (45,354) Less: equity stock, Series A dividends............................................... (4,924) - ---------- ---------- Cash from operations available to common shareholders................................ 167,883 157,391 Capital improvements to maintain facilities.......................................... (9,182) (10,156) Add back: minority interest share of capital improvements to maintain facilities..... 177 518 ---------- ---------- Funds available for principal payments on debt, common dividends and reinvestment.... 158,878 147,753 Cash distributions to common shareholders (A)........................................ (57,888) (56,767) ---------- ---------- Funds available for principal payments on debt and reinvestment (A).................. $ 100,990 $ 90,986 ========== ==========
(A) Cash distributions to common shareholders for the six months ended June 30, 2000 and 1999 only include the Company's regular common distributions ($0.44 per common share in each period). In November 1999, the Company declared a special distribution in the amount of $82,086,000. The Company expects to increase its common distribution in the final six months of the year ended December 31, 2000 and in future years from the level paid in the six months ended June 30, 2000 assuming a continuation of its increasing level of taxable income. These increased distributions will be in the form of special distributions in cash or securities, an increase in the regular quarterly common distribution, or a combination thereof. We expect to fund our growth strategies with cash on hand at June 30, 2000, internally generated retained cash flows, proceeds from issuing equity securities and borrowings under our $150 million credit facility. We intend to repay amounts borrowed under the credit facility from undistributed operating cash flow or, as market conditions permit and are determined to be advantageous, from the public or private placement of equity securities. Our portfolio of real estate facilities remains substantially unencumbered. At June 30, 2000, we had mortgage debt outstanding of $27.8 million and had consolidated real estate facilities with a book value of $3.5 billion. We have not financed our acquisitions with debt and generally our borrowing has increased through the assumption of pre-existing debt on acquired real estate facilities, including $100 million in debt assumed in connection with the merger with Storage Trust. During the first quarter of 2000, one of our operating partnerships issued $240.0 million of 9.5% Series N Cumulative Redeemable Perpetual Preferred Units (issued March 17, 2000) and $75.0 million of 9.125% Series O Cumulative Redeemable Perpetual Preferred Units (issued March 29, 2000). The units are not 28 redeemable during the first 5 years, thereafter, 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 9.5% Series N Cumulative Preferred Stock and the Series O preferred units are convertible into shares of 9.125% Series O Cumulative Preferred Stock of the Company. The net proceeds raised through the issuance of the preferred units are expected to be used primarily to fund our development activities. DISTRIBUTION REQUIREMENTS: Our conservative distribution policy has been the principal reason for the Company's ability to retain significant operating cash flows which have been used to make additional investments and reduce debt. In 1999, we distributed to common shareholders, in regular and in a special distribution of Equity Stock A and cash declared in November 1999, approximately 58% of our cash available from operations allocable to common shareholders. During the six months ended June 30, 2000 and 1999, we distributed to common shareholders in regular common distributions ($0.44 per common share in each period) approximately 34.5% and 36.1% of our cash available from operations allocable to common shareholders, respectively. The Company expects to increase its common distribution in the final six months of the year ended December 31, 2000 and in future years from the level paid in the six months ended June 30, 2000 assuming a continuation of its increasing level of taxable income. These increased distributions will be in the form of special distributions of cash or securities, an increase in the regular quarterly common distribution, or a combination thereof. During the six months ended June 30, 2000, we paid cash dividends totaling $50,083,000 to the holders of our Senior Preferred Stock and $4,924,000 to the holders of Equity Stock, Series A. We estimate the regular distribution requirements for fiscal 2000 with respect to Senior Preferred Stock outstanding at June 30, 2000 to be approximately $100.2 million. With respect to the Equity Stock, Series A, the prorated annual distribution for 2000 (assuming at least $0.49 is paid per common share) is approximately $10.3 million. During the six months ended June 30, 2000, we paid dividends totaling $139,975,000 to the holders of our common stock which includes a special distribution of approximately $82,086,000 related to fiscal 1999. The special distribution was paid on January 14, 2000 to our common shareholders and consisted of $38,076,000 in cash and $44,010,000 in the issuance of depositary shares of Equity Stock, Series A. As of June 30, 2000 we paid cash dividends totaling $54,900,000 to common shareholders and $2,988,000 to Class B common shareholders. Distributions with respect to the classes of common stock will be determined based upon our REIT distribution requirements after taking into consideration distributions to the Company's preferred shareholders. PREFERRED OPERATING PARTNERSHIP UNIT DISTRIBUTION REQUIREMENTS: For the three and six months ended June 30, 2000, the holders of these preferred units were paid in aggregate approximately $7,411,000 and $8,336,000, respectively, in distributions, which represented a prorated dividend for the period the units were outstanding. We estimate that the annual distribution requirement for the preferred operating partnership units outstanding at June 30, 2000 will be approximately $29.6 million. On August 11, 2000, one of our operating partnerships issued $50.0 million of 8.75% Series P Cumulative Redeemable Perpetual Preferred Units. The units are not redeemable during the first 5 years, thereafter, 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 P preferred units are convertible into shares of 8.75% Series P Cumulative Preferred Stock. We estimate the annual distribution requirement for these units will be approximately $4.4 million; these units will receive a prorated distribution in 2000 based upon the period the units were outstanding. CAPITAL IMPROVEMENT REQUIREMENTS: During 2000, we have budgeted approximately $26.2 million for capital improvements. The minority interests' share of the budgeted capital improvements is approximately $0.7 million. During the six months ended June 30, 2000, we incurred capital improvements of approximately $9,182,000. 29 DEBT SERVICE REQUIREMENTS: We do not believe we have any significant refinancing risks with respect to our notes payable, all of which is fixed rate. At June 30, 2000, we had total outstanding notes payable of $161,386,000. Approximate principal maturities of notes payable at June 30, 2000 are as follows: Unsecured Senior Notes Mortgage debt Total ------------ -------------- ----------- (Amounts in thousands) 2000 (remainder of).......... $ 4,375 $ 1,045 $ 5,420 2001......................... 9,500 2,910 12,410 2002......................... 24,450 3,530 27,980 2003......................... 35,900 3,585 39,485 2004......................... 25,800 15,063 40,863 Thereafter................... 33,600 1,628 35,228 ------------ -------------- ----------- $ 133,625 $ 27,761 $ 161,386 ============ ============== =========== Weighted average rate........ 7.4% 10.3% 7.9% ============ ============== =========== REPURCHASES OF THE COMPANY'S COMMON STOCK: As previously announced, our Board of Directors authorized the repurchase from time to time of up to 15,000,000 shares of the Company's common stock in the open market or in privately negotiated transactions. In the quarter ended June 30, 2000, we repurchased a total of 1,459,800 shares, for a total aggregate cost of approximately $32.8 million. From the initial authorization through June 30, 2000, the Company has repurchased a total of 10,262,027 shares of common stock at an aggregate cost of approximately $244.7 million. From July 1, 2000 through August 9, 2000, we have not repurchased any additional shares. DEVELOPMENT OF SELF-STORAGE FACILITIES: As previously announced, in April 1997, we formed a joint venture partnership with an institutional investor for the purpose of developing up to $220 million of self-storage facilities. The joint venture is funded solely with equity capital consisting of 30% from us and 70% from the institutional investor. Our share of the cost of the real estate in the joint venture is approximately $68.4 million at June 30, 2000. As of June 30, 2000, the joint venture had 45 operating facilities, with 2,740,000 net rentable square feet and total development costs of approximately $217.4 million. As of June 30, 2000, the joint venture is developing two additional projects (approximately 140,000 net rentable square feet) that were in process, with total costs incurred of $10.8 million and estimated remaining costs to complete of $1.3 million. 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. At June 30, 2000, the second development joint venture was committed to develop eight facilities (approximately 530,000 net rentable sq. ft.) with an estimated development cost of approximately $35.8 million, of which seven facilities (approximately 446,000 net rentable sq. ft.) were completed at an aggregate cost of approximately $30.3 million. As of June 30, 2000, the second development joint venture is developing one additional project (approximately 84,000 net rentable square feet) that was in process, with total costs incurred of $5.2 million and estimated remaining costs to complete of $0.3 million. We have submitted 12 additional facilities for approval with total estimated costs of approximately $60.5 million; we have incurred approximately $35.2 million through June 30, 2000 with respect to these 12 projects. Upon approval, these projects will be transferred to the joint venture and the joint venture partner will contribute its 49% share. Excluding the 12 properties that are being reviewed by the second development joint venture and the three properties that the two joint ventures are developing, we are developing 18 additional storage facilities. At June 30, 2000, we had incurred costs of $82.3 million with respect to these 18 facilities (estimated remaining costs to complete of approximately $44.4 million). We have also identified 35 additional storage facilities for development, with total estimated costs of approximately $214.8 million. These projects are subject to significant contingencies. 30 REIT STATUS: We believe that 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 we continue 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 95% of our taxable income is so distributed prior to filing of our tax return. We have satisfied the REIT distribution requirement since 1980. FUNDS FROM OPERATIONS: Total funds from operations or "FFO" increased to $222,890,000 for the six months ended June 30, 2000 compared to $202,745,000 for the same period in 1999. FFO available to common shareholders (after deducting preferred stock dividends but before deducting Equity Stock A dividends) increased to $172,807,000 for the six months ended June 30, 2000 compared to $157,391,000 for the same period in 1999. FFO means net income or (loss) (computed in accordance with generally accepted accounting principles) before: (i) gain or (loss) on early extinguishment of debt, (ii) minority interest in income and (iii) gain or (loss) on the disposition of real estate, adjusted as follows: (a) plus depreciation and amortization (including our pro-rata share of depreciation and amortization of unconsolidated equity interests and amortization of assets acquired in a merger, including property management agreements and goodwill), and (b) less FFO attributable to minority interest. FFO is a supplemental performance measure for equity REITs as defined by the National Association of Real Estate Investment Trusts, Inc. ("NAREIT"). The NAREIT definition does not specifically address the treatment of minority interest in the determination of FFO or the treatment of the amortization of property management agreements and goodwill. In our case, FFO represents amounts attributable to our shareholders after deducting amounts attributable to the minority interests and before deductions for the amortization of property management agreements and goodwill. FFO is presented because management, as well as many industry analysts, consider FFO to be one measure of our performance and it is used in establishing the terms of the Class B Common Stock. FFO does not take into consideration capital improvements, scheduled principal payments on debt, distributions and our other obligations. Accordingly, FFO is not a substitute for cash flow or net income (as discussed above) as a measure of our liquidity or operating performance. FFO is not comparable to similarly entitled items reported by other REITs that do not define it exactly as we have defined it. 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 June 30, 2000, our debt as a percentage of total shareholders' equity (based on book values) was 4.3%. Our preferred stock is not redeemable by the holders. Except under certain conditions relating to our qualification as a REIT, we may not redeem the Senior Preferred Stock prior to the following dates: Series A - September 30, 2002, Series B - March 31, 2003, Series C - June 30, 1999, Series D - September 30, 2004, Series E - January 31, 2005, Series F - April 30, 2005, Series G - December 31, 2000, Series H - January 31, 2001, Series I - October 31, 2001, Series J - August 31, 2002, Series K - January 19, 2004, Series L - March 10, 2004 and Series M - August 17, 2004. On or after the respective dates, each of the series of Senior Preferred Stock will be redeemable at the our option, in whole or in part, at $25 per share (or depositary share in the case of the Series G, Series H, Series I, Series J, Series K, Series L and Series M), plus accrued and unpaid dividends. Our preferred operating partnership units are not redeemable by the holders. Five years after issuance, we can call the units for redemption at the issuance amount plus any unpaid distributions. Our market risk sensitive instruments include notes payable, which totaled $161.4 million at June 30, 2000. Substantially all of the Company's notes payable bear interest at fixed rates. See Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations - Liquidity and Capital Resources for approximate principal maturities of the notes payable as of June 30, 2000. 31 PART II. OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders --------------------------------------------------- The Company held an annual meeting of shareholders on May 1, 2000. Proxies for the annual meeting were solicited pursuant to Regulation 14 under the Securities Exchange Act of 1934. The annual meeting involved the following matter: Election of Directors
Total Common Stock and Equity Stock, Series A --------------------------------------------------------------- Name Total Votes For Total Votes Withheld Total Votes Abstained - ------------------------ --------------- -------------------- --------------------- B. Wayne Hughes 99,484,724.2 394,612.1 770.3 Harvey Lenkin 99,495,224.2 384,112.1 770.3 Marvin M. Lotz 99,490,947.8 388,388.5 770.3 B. Wayne Hughes, Jr. 99,484,594.4 394,741.9 770.3 Robert J. Abernethy 99,497,382.7 381,953.6 770.3 Dann V. Angeloff 99,488,931.8 390,404.5 770.3 William C. Baker 99,493,558.1 385,778.2 770.3 Thomas J. Barrack, Jr. 89,789,748.5 10,089,587.8 770.3 Uri P. Harkham 99,497,037.7 382,298.6 770.3 Daniel C. Staton 99,497,281.8 382,054.5 770.3
There was no solicitation in opposition to the management's nominees to the Board of Directors listed in the proxy statement. 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 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. 3.4 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. 3.5 Certificate of Determination for the 8.25% Convertible Preferred Stock. Filed with Registrant's Registration Statement No. 33-54557 and incorporated herein by reference. 3.6 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. 3.7 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. 3.8 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. 32 3.9 Certificate of Determination for the 9.75% Cumulative Preferred Stock, Series F. Filed with Registration's Form 8-A/A Registration Statement relating to the 9.75% Cumulative Preferred Stock, Series F and incorporated herein by reference. 3.10 Certificate of Determination for the Convertible Participating Preferred Stock. Filed with Registrant's Registration Statement No. 33-63947 and incorporated herein by reference. 3.11 Certificate of Amendment of Articles of Incorporation, Filed with Registrant's Registration Statement No. 33-63947 and incorporated herein by reference. 3.12 Certificate of Determination for the 8-7/8% Cumulative Preferred Stock, Series G. Filed with Registration's Form 8-A/A Registration Statement relating to the Depositary Shares Each Representing 1/1,000th of a Share of 8-7/8% Cumulative Preferred Stock, Series G and incorporated herein by reference. 3.13 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 1/1,000th of a Share of 8.45% Cumulative Preferred Stock, Series H and incorporated herein by reference. 3.14 Certificate of Determination for the Convertible Preferred Stock, Series CC. Filed with Registrant's Registration Statement No. 333-03749 and incorporated herein by reference. 3.15 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. 3.16 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. 3.17 Certificate of Amendment of Articles of Incorporation. Filed with Registrant's Registration Statement No. 333-18395 and incorporated herein by reference. 3.18 Certification 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. 3.19 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. 3.20 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. 3.21 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. 3.22 Certification 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. 3.23 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. 3.24 Certification 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. 33 3.25 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. 3.26 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 1/1000 of a Share of 8.75% Cumulative Preferred Stock, Series M and incorporated herein by reference. 3.27 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. 3.28 Certification 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. 3.29 Certification 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 March 31, 2000 and incorporated herein by reference. 3.30 Certificate of Determination for 8.75% Cumulative Preferred Stock, Series P. Filed herewith. 3.31 Bylaws, as amended. Filed with Registrant's Registration Statement No. 33-64971 and incorporated herein by reference. 3.32 Amendment to Bylaws adopted on May 9, 1996. Filed with Registrant's Registration Statement No. 333-03749 and incorporated herein by reference. 3.33 Amendment to Bylaws adopted on June 26, 1997. Filed with Registrant's Registration Statement No. 333-41123 and incorporated herein by reference. 3.34 Amendment to Bylaws adopted on January 6, 1998. Filed with Registrant's Registration Statement No. 333-41123 and incorporated herein by reference. 3.35 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. 3.36 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. 3.37 Amendment to Bylaws adopted on May 6, 1999. Filed with Registrant's Form 10-Q for the quarterly period ended March 31, 1999 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. 34 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, 1997 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 1/1000th 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 1/1000th 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. 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 1/1000th 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 March 31, 1997 and incorporated herein by reference. 35 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 and Plan of Reorganization between Registrant and Public Storage Properties XX, Inc. dated as of December 13, 1997. Filed with Registrant's Registration Statement No. 333-49247 and incorporated herein by reference. 10.17 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. 10.18 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. 10.19 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. 10.20 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. 10.21 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. 10.22 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. 10.23 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. 10.24 Deposit Agreement dated as of March 10, 1999 among Registrant, Bank Boston, 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. 10.25 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. 10.26 Deposit Agreement dated as of August 17, 1999 among Registrant, Bank Boston, 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. 36 10.27 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. 10.28 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. 10.29 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. 10.30 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 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. 10.31 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 August 11, 2000. Filed herewith. 11. Statement re: Computation of Earnings per Share. Filed herewith. 12. Statement re: Computation of Ratio of Earnings to Fixed Charges. Filed herewith. 27. Financial Data Schedule. Filed herewith. (b) Reports on Form 8-K None. 37 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. DATED: August 14, 2000 PUBLIC STORAGE, INC. BY: /s/ John Reyes -------------- John Reyes Senior Vice President and Chief Financial Officer (Principal financial officer and duly authorized officer) 38 EX-3.30 2 0002.txt CERTIFICATION OF DETERMINATION Exhibit 3.30 CERTIFICATE OF DETERMINATION OF PREFERENCES OF 8.75% CUMULATIVE PREFERRED STOCK, SERIES P OF PUBLIC STORAGE, INC. -------------------- [As Filed in the Office of the Secretary of State of the State of California on August 11, 2000] The undersigned, David Goldberg and Sarah Hass, Senior Vice President and Secretary, respectively, of PUBLIC STORAGE, INC., a California corporation, do hereby certify: FIRST: The Restated Articles of Incorporation of the Corporation authorize the issuance of 50,000,000 shares of stock designated "preferred shares," issuable from time to time in one or more series, and authorize the Board of Directors to fix the number of shares constituting any such series, and to determine or alter the dividend rights, dividend rate, conversion rights, voting rights, right and terms of redemption (including, without limitation, sinking fund provisions), the redemption price or prices and the liquidation preference of any wholly unissued series of such preferred shares, and the number of shares constituting any such series. SECOND: The Board of Directors of the Corporation did duly adopt the resolutions attached hereto as Exhibit A and incorporated herein by reference authorizing and providing for the creation of a series of preferred shares to be known as "8.75% Cumulative Preferred Stock, Series P" consisting of 2,000 shares, none of the shares of such series having been issued. We further declare under penalty of perjury under the laws of the State of California that the matters set forth in this certificate are true and correct of our own knowledge. IN WITNESS WHEREOF, the undersigned have executed this certificate this 11th day of August, 2000. /S/ DAVID GOLDBERG ------------------ David Goldberg Senior Vice President /S/ SARAH HASS -------------- Sarah Hass Secretary 1 EXHIBIT A RESOLUTION OF THE BOARD OF DIRECTORS OF PUBLIC STORAGE, INC. ESTABLISHING A SERIES OF 8.75% CUMULATIVE PREFERRED STOCK, SERIES P RESOLVED that pursuant to the authority conferred upon the Board of Directors by Article III of the Restated Articles of Incorporation of this Corporation, there is hereby established a series of the authorized preferred shares of this Corporation having a par value of $.01 per share, which series shall be designated "8.75% Cumulative Preferred Stock, Series P," shall consist of 2,000 shares and shall have the following rights, preferences and privileges: (a) DIVIDEND RIGHTS. (1) Dividends shall be payable in cash on each share of this Series when, as and if declared by the Board of Directors, out of funds legally available therefor (i) for the period (the "INITIAL DIVIDEND PERIOD") from and including the date of issuance of such share (the "ISSUE DATE") to but excluding the first day of the first calendar quarter occurring after the Issue Date and (ii) for each quarterly dividend period thereafter (the Initial Dividend Period and each quarterly dividend period being hereinafter individually referred to as a "DIVIDEND PERIOD" and collectively referred to as "DIVIDEND PERIODS"), which quarterly Dividend Periods shall be in four equal amounts and shall commence on January 1, April 1, July 1 and October 1 in each year (each, a "DIVIDEND PERIOD COMMENCEMENT DATE"), commencing on the first day of the first calendar quarter occurring after the Issue Date, and shall end on and include the day next preceding the next Dividend Period Commencement Date, at a rate per annum equal to 8.75% of the $25,000 per share stated value thereof (the "DIVIDEND RATE"). Dividends on each share of this Series shall be cumulative from the Issue Date and shall be payable (i) quarterly, in arrears, on or before the last day of each Dividend Period and (ii) in the event of redemption, on the applicable redemption date; provided, that if any such day shall be a Saturday, Sunday, or a day on which banking institutions in the State of New York or the State of California are authorized or obligated by law to close, or a day which is or is declared a national or a New York or California state holiday (any of the foregoing a "NON-BUSINESS DAY"), then the payment date shall be the next succeeding day which is not a Non-Business Day. Each such dividend shall be paid to the holders of record of shares of this Series as they appear on the stock register of the Corporation on such record date, not more than 45 days nor less than 15 days preceding the payment date thereof, as shall be fixed by the Board of Directors. Dividends on account of arrears for any past Dividend Periods may be declared and paid at any time, without reference to any regular dividend payment date, to holders of record on such date, not more than 45 days nor less than 15 days preceding the payment date thereof, as may be fixed by the Board of Directors. After full cumulative dividends on this Series have been paid or declared and funds therefor irrevocably deposited in trust for immediate payment, including for the then current Dividend Period, the holders of shares of this Series will not be entitled to any further dividends with respect to that Dividend Period. (2) Dividends payable on shares of this Series for any period greater or less than a full Dividend Period, including the Initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months. (3) The Corporation shall not declare or pay or set apart for payment any dividends on any series of preferred shares ranking, as to dividends, on a parity with or junior to the shares of this Series as to dividends or upon liquidation unless full cumulative dividends with respect to shares of this Series have been or contemporaneously are declared and paid, or declared and a sum sufficient for payment thereof irrevocably deposited in trust for immediate payment, for all Dividend Periods terminating on or prior to the date of payment of any such dividends on such other series of preferred shares. When dividends are not paid in full upon the shares of this Series and any other series of preferred shares ranking on a parity therewith as to dividends (including, without limitation, the shares of the Corporation's 10% Cumulative Preferred Stock, Series A (the "SERIES A PREFERRED STOCK"), 9.20% Cumulative Preferred Stock, Series B (the "SERIES B PREFERRED STOCK"), 9.50% Cumulative 2 Preferred Stock, Series D (the "SERIES D PREFERRED STOCK"), 10% Cumulative Preferred Stock, Series E (the "SERIES E PREFERRED STOCK"), 9.75% Cumulative Preferred Stock, Series F (the "SERIES F PREFERRED STOCK"), 8-7/8% Cumulative Preferred Stock, Series G (the "SERIES G PREFERRED STOCK"), 8.45% Cumulative Preferred Stock, Series H (the "SERIES H PREFERRED STOCK"), 8-5/8% Cumulative Preferred Stock, Series I (the "SERIES I PREFERRED STOCK"), 8% Cumulative Preferred Stock, Series J (the "SERIES J PREFERRED STOCK"), 8 1/4% Cumulative Preferred Stock, Series K (the "SERIES K PREFERRED STOCK"), 8 1/4% Cumulative Preferred Stock, Series L (the "SERIES L PREFERRED STOCK"), 8.75% Cumulative Preferred Stock, Series M (the "SERIES M PREFERRED STOCK"), 9.5% Cumulative Preferred Stock, Series N (the "SERIES N PREFERRED STOCK"), 9.125% Cumulative Preferred Stock, Series O (the "SERIES O PREFERRED STOCK") and Adjustable Rate Cumulative Preferred Stock, Series C (the "ADJUSTABLE RATE PREFERRED STOCK")), all dividends declared upon shares of this Series and any other series of preferred shares ranking on a parity therewith as to dividends shall be declared pro rata so that the amount of dividends declared per share on the shares of this Series and such other series of preferred shares shall in all cases bear to each other that same ratio that the accumulated dividends per share on the shares of this Series and such other series of preferred shares bear to each other. Except as provided in the preceding sentence, unless full cumulative dividends on the shares of this Series have been paid for all past Dividend Periods, no dividends (other than in shares of the Corporation's common stock, par value $.10 per share (together with any other shares of capital stock of the Corporation into which such shares shall be reclassified or changed ("COMMON SHARES"), or another stock ranking junior to the shares of this Series as to dividends and upon liquidation) shall be declared or paid or set aside for payment nor shall any other distribution be made upon the Common Shares or on any other stock of the Corporation ranking junior to or on a parity with the shares of this Series as to dividends or upon liquidation. Unless full cumulative dividends on the shares of this Series have been paid for all past Dividend Periods, no Common Shares or any other stock of the Corporation ranking junior to or on a parity with the shares of this Series as to dividends or upon liquidation shall be redeemed, purchased, or otherwise acquired for any consideration (or any moneys be paid to or made available for a sinking fund for the redemption of any shares of any such stock) by the Corporation or any subsidiary, except by conversion into or exchange for stock of the Corporation ranking junior to the shares of this Series as to dividends and upon liquidation. (b) LIQUIDATION. In the event of any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation, the holders of shares of this Series are entitled to receive out of the assets of the Corporation available for distribution to shareholders, before any distribution of assets is made to holders of Common Shares or any other class or series of shares ranking junior to the shares of this Series upon liquidation, liquidating distributions in the amount of $25,000 per share plus all accumulated and unpaid dividends (whether or not earned or declared) for the then current and all past Dividend Periods. If, upon any voluntary or involuntary liquidation, dissolution, or winding up of the Corporation the amounts payable with respect to the shares of this Series and any other shares of the Corporation ranking as to any such distribution on a parity with the shares of this Series are not paid in full, the holders of shares of this Series and of such other shares (including, without limitation, the shares of Series A, Series B, Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K, Series L, Series M, Series N and Series O Preferred Stock and Adjustable Rate Preferred Stock) will share ratably in any such distribution of assets of the Corporation in proportion to the full respective preferential amounts to which they are entitled. After payment of the full amount of the liquidating distribution to which they are entitled, the holders of shares of this Series will not be entitled to any further participation in any distribution of assets by the Corporation. (1) Written notice of any such liquidation, dissolution or winding up of the Corporation, stating the payment date or dates when, and the place or places where the amounts distributable in such circumstances shall be payable, shall be given by first class mail, postage pre-paid, not less than 30 nor more than 60 days prior to the payment date stated therein, to each record holder of the shares of this Series at the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. (2) For purposes of liquidation rights, a reorganization (as defined in Section 181 of the California Corporations Code) or consolidation or merger of the Corporation with or into any other corporation or corporations or a sale of all or substantially all of the assets of the Corporation shall be deemed not to be a liquidation, dissolution or winding up of the Corporation. 3 (c) REDEMPTION. (1) Except as provided in clause (9) below, the shares of this Series are not redeemable prior to August 11, 2005. On and after such date, the shares of this Series are redeemable at the option of the Corporation, by resolution of the Board of Directors, in whole or in part, from time to time upon not less than 30 nor more than 60 days' notice, at a cash redemption price of $25,000 per share plus all accumulated and unpaid dividends (whether or not earned or declared) to the date of redemption. (2) If fewer than all the outstanding shares of this Series are to be redeemed, the number of shares to be redeemed will be determined by the Board of Directors, and such shares shall be redeemed pro rata from the holders of record of such shares in proportion to the number of such shares held by such holders (with adjustments to avoid redemption of fractional shares). (3) Notwithstanding the foregoing, if any dividends, including any accumulation, on the shares of this Series are in arrears, no shares of this Series shall be redeemed unless all outstanding shares of this Series are simultaneously redeemed, and the Corporation shall not purchase or otherwise acquire, directly or indirectly, any shares of this Series; provided, however, that the foregoing shall not prevent the purchase or acquisition of shares of this Series pursuant to a purchase or exchange offer provided such offer is made on the same terms to all holders of shares of this Series. (4) Immediately prior to any redemption of shares of this Series, the Corporation shall pay, in cash, any accumulated and unpaid dividends through the redemption date, unless a redemption date falls after a dividend payment record date and prior to the corresponding dividend payment date, in which case each holder of shares of this Series at the close of business on such dividend payment record date shall be entitled to the dividend payable on such shares on the corresponding dividend payment date notwithstanding the redemption of such shares before such dividend payment date. Except as expressly provided herein above, the Corporation shall make no payment or allowance for unpaid dividends, whether or not in arrears, on shares of this Series called for redemption. (5) Notice of redemption shall be given by publication in a newspaper of general circulation in the County of Los Angeles and The City of New York, such publication to be made once a week for two successive weeks, commencing not less than 30 nor more than 60 days prior to the date fixed for redemption thereof. A similar notice will be mailed by the Company by first class mail, postage pre-paid, to each record holder of the shares of this Series to be redeemed, not less than 30 nor more than 60 days prior to such redemption date, to the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Each notice shall state: (i) the redemption date; (ii) the number of shares of this Series to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accumulate on such redemption date. If fewer than all the shares of this Series held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of this Series to be redeemed from such holder. (6) In order to facilitate the redemption of shares of this Series, the Board of Directors may fix a record date for the determination of the shares to be redeemed, such record date to be not less than 30 nor more than 60 days prior to the date fixed for such redemption. (7) Notice having been given as provided above, from and after the date fixed for the redemption of shares of this Series by the Corporation (unless the Corporation shall fail to make available the money necessary to effect such redemption), the holders of shares selected for redemption shall cease to be shareholders with respect to such shares and shall have no interest in or claim against the Corporation by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive the moneys payable upon such redemption from the Corporation, less any required tax withholding amount, without interest thereon, upon surrender (and endorsement or assignment of transfer, if required by the Corporation and so stated in the notice) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding. If fewer than all the shares represented by a certificate are redeemed, a new certificate shall be issued, without cost to the holder thereof, representing the unredeemed shares. The Corporation may, at its option, at any time after a notice of redemption has been given, deposit the 4 redemption price for the shares of this Series designated for redemption and not yet redeemed, plus any accumulated and unpaid dividends thereon to the date fixed for redemption, with the transfer agent or agents for this Series, as a trust fund for the benefit of the holders of the shares of this Series designated for redemption, together with irrevocable instructions and authority to such transfer agent or agents that such funds be delivered upon redemption of such shares and to pay, on and after the date fixed for redemption or prior thereto, the redemption price of the shares to their respective holders upon the surrender of their share certificates. From and after the making of such deposit, the holders of the shares designated for redemption shall cease to be shareholders with respect to such shares and shall have no interest in or claim against the Corporation by virtue thereof and shall have no voting or other rights with respect to such shares, except the right to receive from such trust fund the moneys payable upon such redemption, without interest thereon, upon surrender (and endorsement, if required by the Corporation) of their certificates, and the shares represented thereby shall no longer be deemed to be outstanding. Any balance of such moneys remaining unclaimed at the end of the five-year period commencing on the date fixed for redemption shall be repaid to the Corporation upon its request expressed in a resolution of its Board of Directors. (8) Any shares of this Series that shall at any time have been redeemed shall, after such redemption, have the status of authorized but unissued preferred shares, without designation as to series until such shares are once more designated as part of a particular series by the Board of Directors. (9) If the Board of Directors of the Corporation shall, at any time and in good faith, be of the opinion that ownership of securities of the Corporation has or may become concentrated to an extent that may prevent the Corporation from qualifying as a real estate investment trust under the REIT Provisions of the Internal Revenue Code, then the Board of Directors shall have the power, by lot or other means deemed equitable by them to prevent the transfer of and/or to call for redemption a number of shares of this Series sufficient, in the opinion of the Board of Directors, to maintain or bring the direct or indirect ownership thereof into conformity with the requirements of such a real estate investment trust under the REIT Provisions of the Internal Revenue Code. The redemption price to be paid for shares of this Series so called for redemption, on the date fixed for redemption, shall be the average of the highest bid and the lowest asked quotations on the last business day prior to the redemption date as reported by the National Quotation Bureau, Incorporated or a similar organization selected from time to time by the Corporation or if there be no such bid and asked quotations, as determined by the Board of Directors in good faith; provided that if interests in shares of this Series are represented by depositary shares, then the redemption price shall be determined in accordance with the foregoing, but with respect to one depositary share, multiplied by the number of depositary shares that together represent an interest in one share of this Series. From and after the date fixed for redemption by the Board of Directors, the holder of any shares of this Series so called for redemption shall cease to be entitled to any distributions, voting rights and other benefits with respect to such shares of this Series, other than the right to payment of the redemption price determined as aforesaid. "REIT Provisions of the Internal Revenue Code" shall mean Sections 856 through 860 of the Internal Revenue Code of 1986, as amended. In order to exercise the redemption option set forth in this clause (9), with respect to the shares of this Series, the Corporation shall give notice of redemption by publication in a newspaper of general circulation in the County of Los Angeles and The City of New York, such publication to be made once a week for two successive weeks, commencing not less than 30 nor more than 60 days prior to the date fixed for redemption. A similar notice will be mailed by the Corporation by first class mail, postage pre-paid, to each record holder of the shares of this Series to be redeemed, not less than 30 nor more than 60 days prior to such redemption date, to the respective addresses of such holders as the same shall appear on the stock transfer records of the Corporation. Each notice shall state: (i) the redemption date; (ii) the number of shares of this Series to be redeemed; (iii) the redemption price; (iv) the place or places where certificates for such shares are to be surrendered for payment of the redemption price; and (v) that dividends on the shares to be redeemed will cease to accumulate on such redemption date. If fewer than all the shares of this Series held by any holder are to be redeemed, the notice mailed to such holder shall also specify the number of shares of this Series to be redeemed from such holder. (d) MAINTENANCE OF DEBT RATIO. Without the affirmative vote or the written consent of the holders of a majority of the shares of this Series, the Corporation will not take any action that would result in a ratio of Debt to Assets (the "Debt Ratio") in excess of 50%. "DEBT" means, as of any date of determination, all liabilities that should, in accordance with GAAP, be reflected as a liability on the consolidated balance sheet of the Corporation as of such date of determination; 5 provided, however, that "Debt" shall not include liabilities included in the consolidated balance sheet under the headings "accrued and other liabilities" or "minority interest" to the extent that the inclusion of such liabilities under such headings is consistent with the Corporation's past practice. "ASSETS" means, as of any date of determination, all assets that should, in accordance with GAAP, be reflected as an asset on the consolidated balance sheet of the Corporation as of such date of determination. "GAAP" means generally accepted accounting principles as in effect in the United States of America from time to time, consistently applied. (e) VOTING RIGHTS. The shares of this Series shall not have any voting powers either general or special, except as required by law, except as set forth in Section (d) hereof and except that: (1) (A) If the Corporation shall fail to pay full cumulative dividends on the shares of this Series or any other of its preferred shares for six quarterly dividend payment periods, whether or not consecutive (a "DIVIDEND DEFAULT"), the holders of all outstanding preferred shares, voting as a single class without regard to series, will be entitled to elect two Directors until full cumulative dividends for all past dividend payment periods on all preferred shares have been paid or declared and funds therefor set apart for payment. Such right to vote separately as a class to elect Directors shall, when vested, be subject, always, to the same provisions for the vesting of such right to elect Directors separately as a class in the case of future Dividend Defaults. At any time when such right to elect Directors separately as a class shall have so vested, the Corporation may, and upon the written request of the holders of record of not less than 20% of the total number of preferred shares of the Corporation then outstanding shall, call a special meeting of stockholders for the election of Directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request and, in either case, at the place and upon the notice provided by law and in the Bylaws of the Corporation, provided that the Corporation shall not be required to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing Annual Meeting of Shareholders of the Corporation and the holders of all classes of outstanding preferred shares are afforded the opportunity to elect such Directors (or fill any vacancy) at such Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until the next Annual Meeting of Shareholders of the Corporation or until their respective successors shall be elected and qualified. If, prior to the end of the term of any Director elected as aforesaid, a vacancy in the office of such Director shall occur during the continuance of a Dividend Default by reason of death, resignation, or disability, such vacancy shall be filled for the unexpired term by the appointment of a new Director for the unexpired term of such former Director, such appointment to be made by the remaining Director elected as aforesaid. (B) In addition to the right to elect Directors set forth in clause (A) above, if, without the affirmative vote or the written consent of the holders of a majority of the shares of this Series, on the last day of two consecutive fiscal quarters of the Corporation, the Debt Ratio exceeds 50% (a "DEBT RATIO DEFAULT"), the holders of all outstanding shares of this Series, voting as a single class, will be entitled to elect two Directors until the Debt Ratio as of the last day of a fiscal quarter of the Corporation is reduced to 50% or less. Such right to vote separately as a class to elect Directors shall, when vested, be subject, always, to the same provisions for the vesting of such right to elect Directors separately as a class in the case of future Debt Ratio Defaults. At any time when such right to elect Directors separately as a class shall have so vested, the Corporation may, and upon the written request of the holders of record of not less than 20% of the total number of shares of this Series then outstanding shall, call a special meeting of stockholders for the election of Directors. In the case of such a written request, such special meeting shall be held within 90 days after the delivery of such request and, in either case, at the place and upon the notice provided by law and in the Bylaws of the Corporation, provided that the corporation shall not be required to call such a special meeting if such request is received less than 120 days before the date fixed for the next ensuing Annual Meeting of Shareholders of the Corporation and the holders of shares of this Series are afforded the opportunity to elect such Directors (or fill any vacancy) at such Annual Meeting of Shareholders. Directors elected as aforesaid shall serve until the next Annual Meeting of Shareholders of the Corporation or until their respective successors shall be elected and qualified. If, prior to the end of the term of any Director elected as aforesaid, a vacancy in the office of such Director shall occur during the continuance of a Debt Ratio Default by reason of death, resignation, or disability, such vacancy shall be filled for the 6 unexpired term by the appointment of a new Director for the unexpired term of such former Director, such appointment to be made by the remaining Director elected as aforesaid. (2) The affirmative vote or consent of the holders of at least 66 2/3% of the outstanding shares of this Series, voting separately as a class, will be required for any amendment to the Articles of Incorporation of the Corporation that will adversely alter or change the powers, preferences, privileges or rights of the shares of this Series, except as set forth below. The affirmative vote or consent of the holders of (i) at least 50% of the outstanding shares of this Series, voting separately as a class, and (ii) at least 66 2/3% of the outstanding shares of this Series and any other series of preferred shares ranking on a parity with this Series as to dividends and upon liquidation (including, without limitation, the shares of Series A, Series B, Series D, Series E, Series F, Series G, Series H, Series I, Series J, Series K, Series L, Series M, Series N and Series O Preferred Stock and Adjustable Rate Preferred Stock), voting as a single class without regard to series, will be required to issue, authorize or increase the authorized amount of any class or series of shares ranking prior to this Series as to dividends or upon liquidation or to issue or authorize any obligation or security convertible into or evidencing a right to purchase any such security, but the Articles of Incorporation may be amended to increase the number of authorized preferred shares ranking on a parity with or junior to this Series or to create another class of preferred shares ranking on a parity with or junior to this Series without the vote of the holders of outstanding shares of this Series. (3) The affirmative vote or consent of the holders of a majority of the outstanding shares of this Series, voting separately as a class, will be required for any amendment or repeal of the following provisions of the Bylaws of the Corporation, which would be adverse to the interests of the holders of shares of this Series, and for any other changes to the Bylaws of the Corporation that affect these provisions in a manner which would be adverse to the interests of the holders of shares of this Series: Article IV, Section 2 (relating to the Corporation's permissible Asset Coverage), Article VIII, Section 2(g) and (h) (relating to the Corporation's investment policy) and each of the defined terms used in any of the foregoing provisions. (4) Except to the extent required pursuant to clause (3) above, nothing herein shall be taken to require a class vote or consent in connection with the authorization, designation, increase or issuance of any shares of any class or series (including additional preferred shares of any series) that rank junior to or on a parity with this Series as to dividends and liquidation rights or in connection with the authorization, designation, increase or issuance of any bonds, mortgages, debentures or other debt obligations of the Corporation. (5) The right to elect Directors set forth in clause (1)(B) above is not intended to be the exclusive remedy of holders of the shares of this Series in the event of a Debt Ratio Default. (f) CONVERSION. The shares of this Series are not convertible into shares of any other class or series of the capital stock of the Corporation. 7 EX-10.31 3 0003.txt AMENDMENT Exhibit 10.31 AMENDMENT TO AMENDED AND RESTATED --------------------------------- AGREEMENT OF LIMITED PARTNERSHIP OF ----------------------------------- PSA INSTITUTIONAL PARTNERS, L.P., --------------------------------- A CALIFORNIA LIMITED PARTNERSHIP -------------------------------- This Amendment (the "AMENDMENT") to the Amended and Restated Agreement of Limited Partnership (the "MARCH 29TH AGREEMENT") of PSA Institutional Partners, L.P., a California Limited Partnership dated March 29, 2000 is made and entered into as of August 11, 2000 (the "EFFECTIVE DATE") with reference to the following facts: A.Pursuant to Section 3.3 of the March 29th Agreement, the General Partner is authorized to cause the Partnership to issue certain additional units of limited partnership interest without the consent of the Limited Partners. B. The General Partner has determined that it is in the best interests of the Partnership to create two new classes and series of units, with the designations, preferences and other rights, powers and duties set forth in this Amendment, to be known as Series P and Series P2 Preferred Units, and to issue those units as set forth below. C. Unless otherwise defined in this Amendment, capitalized terms shall have the meanings given to them in the March 29th Agreement. The parties agree as follows: 1. The introductory paragraph of the March 29th Agreement is amended to add the following as a new final sentence of that paragraph: "Meadowbrook Equity Fund III, LLC, a New York Limited Liability Company ("MEADOWBROOK") has become a limited partner effective August 11, 2000." 2. The following definitions shall be inserted into Section 1 of the March 29th Agreement in the appropriate alphabetical order: "SERIES P PREFERRED UNITS" means the series of partnership interests designated as the "8.75% Series P Cumulative Redeemable Perpetual Preferred Units" entitled to the rights described in this Agreement. The Series P Preferred Units are Exchangeable Preferred Units, and the Corresponding Preferred Stock with respect to those units is the 8.75% Cumulative Preferred Stock, Series P, of the Company. "SERIES P2 PREFERRED UNITS" means the series of partnership interests designated as the "8.75% Series P2 Cumulative Redeemable Perpetual Preferred Units" entitled to the rights described in this Agreement. 3. The definition of "CONTRIBUTION AGREEMENTS" in the March 29th Agreement is amended to add, immediately following clause (iii) a new clause (iv) to read: , (iv) Meadowbrook, the Partnership and the Company dated as of August 11, 2000 and to renumber the final clause of that definition as clause (v). 1 4. The definition of "LIMITED PARTNERS" in the March 29th Agreement is amended to add, immediately following "the DLJ Limited Partners" the following: , Meadowbrook 5. The definition of "PARITY PREFERRED UNITS" in the March 29th Agreement is amended to add the following as a new final sentence of that definition: The Series P Preferred Units and Series P2 Preferred Units shall be PARITY PREFERRED UNITS. 6. The definition of "PRIORITY RETURN" in the March 29th Agreement is amended to add, immediately following clause (ii) a new clause (iii) to read: , (iii) for the Series P Preferred Units and Series P2 Preferred Units an amount equal to eight and three quarters percent (8.75%) per annum of the stated value of $25 per unit and to renumber the final clause of that definition as clause (iv), and to add the following as a new final sentence of that definition: In computing Priority Returns, one day's worth of return shall accrue for each full day that the units are outstanding (for example, if units are initially issued on March 17, during that first calendar quarter the units will be outstanding for 14 full days, and will accrue a priority return of 14/90ths of the amount that would be payable for a full calendar quarter). 7. On the Effective Date: (a) Meadowbrook Equity Fund III, LLC, a New York Limited Liability Company ("MEADOWBROOK") shall make or shall have made a Capital Contribution to the Partnership of $50,000,000 in cash and (b) the Partnership shall issue or shall have issued to Meadowbrook 2,000,000 Series P Preferred Units. In order to reflect the issuance of the Series P Preferred Units to Meadowbrook and the conversion of an equivalent number of Partnership Common Units held by the PS Limited Partner into Series P2 Preferred Units, on the Effective Date, Exhibit A to the March 29th Agreement is replaced with Exhibit A in the form attached to this Amendment. 8. Section 3.2 of the March 29th Agreement is amended to add the following as a new penultimate sentence of that section: The address of Meadowbrook is Bessemer Trust Company, N.A., as Manager, 630 Fifth Avenue, New York, New York 10111, Attention: General Counsel. 9. Section 6.6.1 of the March 29th Agreement is amended to read in its entirety as follows: The Series N, Series O and Series P Preferred Units may not be redeemed prior to the fifth (5th) anniversary of the issuance date of the particular series to be redeemed. On or after the fifth anniversary date of each such series, the Partnership shall have the right to redeem the Series N, Series O or Series P Preferred Units, respectively, in whole or in part, at any time or from time to time, upon not less than thirty (30) nor more than sixty (60) days' written notice, at a redemption price, payable in cash, equal to the Liquidation Preference per Series N, Series O or Series P Preferred Unit to be redeemed (the "REDEMPTION PRICE"). The rights of redemption of any subsequently issued Parity Preferred Units shall be as designated in an amended Exhibit A to this Agreement. If fewer than all of the outstanding Parity Preferred Units of a particular series are to be redeemed, the units to be redeemed from that series shall be selected PRO RATA (as nearly as practicable without creating fractional units). 2 10. Section 6.7 of the March 29th Agreement is amended to read in its entirety as follows: 6.7 NO SINKING FUND. No sinking fund shall be established for the retirement or redemption of Series N, Series O or Series P Preferred Units. 11. Section 10.3 of the March 29th Agreement is amended to read in its entirety as follows: 10.3 CERTAIN VOTING RIGHTS. 10.3.1 SERIES O PREFERRED UNITS. Holders of the Series O Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners, except as set forth below. So long as any Series O Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Series O Preferred Units outstanding at the time, take any of the actions described above in Sections 10.2.1, 10.2.2 and 10.2.3, treating each reference in those provisions to "Series N Preferred Units" as a reference instead to "Series O Preferred Units." 10.3.2 SERIES P PREFERRED UNITS. Holders of the Series P Preferred Units will not have any voting rights or right to consent to any matter requiring the consent or approval of the Limited Partners, except as set forth below. So long as any Series P Preferred Units remain outstanding, the Partnership shall not, without the affirmative vote of the holders of at least a majority of the Series P Preferred Units outstanding at the time, take any of the actions described above in Sections 10.2.1, 10.2.2 and 10.2.3, treating each reference in those provisions to "Series N Preferred Units" as a reference instead to "Series P Preferred Units." 12. The final sentence of Section 11.2 of the March 29th Agreement is amended to add, immediately following clause (iv) a new clause (v) to read: , (v) a so called "exchange" fund managed by Bessemer Trust Company, N.A., or one of its affiliates (in the case of transfers to entities described in this clause (v), transfers may be made during the first year after the date of this Agreement and the requirement that the transferee acquire at least 500,000 Parity Preferred Units shall not apply, so long as Series P Preferred Units are held by 5 or fewer such entities) and to renumber the final clause of that definition as clause (vi). 13. Section 11.7.6 of the March 29th Agreement is amended to replace the reference to "Investment Partnership Act of 1940" with "Investment Company Act of 1940". 14. Section 12.1.4 of the March 29th Agreement is amended to add the following new clause after clause (e): (f) only with respect to the Series P Preferred Units, if at any time the Partnership shall commence a voluntary case or other proceeding seeking liquidation, reorganization or other relief with respect to itself or its debts under any bankruptcy, insolvency or other similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, or shall consent to any such relief or to the appointment of or taking possession by any such official in an involuntary case or other proceeding commenced against it, or shall make a general assignment for the benefit of creditors, or shall take any corporate action to authorize any of the foregoing or shall fail generally to pay its debts as they become due, or an involuntary case or other proceeding shall be commenced against the partnership seeking liquidation, reorganization or other relief with respect to it or its debts under any bankruptcy, insolvency or other 3 similar law now or hereafter in effect or seeking the appointment of a trustee, receiver, liquidator, custodian or other similar official of it or any substantial part of its property, and such involuntary case or other proceeding shall remain undismissed and unstayed for a period of 60 days; or an order for relief shall be entered against the Partnership under the federal bankruptcy laws as now or hereafter in effect. 15. Section 12.2 of the March 29th Agreement is amended to read in its entirety as follows: 12.2 RIGHT TO EXCHANGE. 12.2.1 SERIES O PREFERRED UNITS. The Series O Preferred Units also shall be exchangeable in the same fashion as are the Series N Preferred Units: the provisions of Section 12.1 shall be read as if restated in this Section 12.2.1, but as if each reference in those provisions to "Series N Preferred Units" instead were a reference to "Series O Preferred Units," and by treating each reference to the "Series N Preferred Stock" as a reference to the 9.125% Cumulative Preferred Stock, Series O, of the Company. 12.2.2 SERIES P PREFERRED UNITS. The Series P Preferred Units also shall be exchangeable in the same fashion as are the Series N Preferred Units: the provisions of Section 12.1 shall be read as if restated in this Section 12.2.2, but as if each reference in those provisions to "Series N Preferred Units" instead were a reference to "Series P Preferred Units," and by treating each reference to the "Series P Preferred Stock" as a reference to the 8.75% Cumulative Preferred Stock, Series P, of the Company. 16. Except as expressly provided in this Amendment, all of the provisions of the March 29th Agreement are ratified and confirmed, and continue in full force and effect. 4 The undersigned have signed this Amendment as of the date indicated above. "GENERAL PARTNER:" PS Texas Holdings, Ltd., a Texas limited partnership By: PS GPT Properties, Inc., a California corporation, its general partner By: /S/ HARVEY LENKIN ----------------- Harvey Lenkin, President By: /S/ DAVID P. SINGELYN --------------------- David P. Singelyn, Assistant Secretary "LIMITED PARTNERS:" PS LPT PROPERTIES INVESTORS, a Maryland business trust By: /S/ HARVEY LENKIN ----------------- Harvey Lenkin, President By: /S/ DAVID P. SINGELYN --------------------- David P. Singelyn, Assistant Secretary MEADOWBROOK EQUITY FUND III, LLC, a New York limited liability company By: Bessemer Trust Company, N.A., as Manager By: /S/ WILLIAM J. TYNE ------------------- Name: William J. Tyne Title: Executive Vice President [signatures continued] 5 ALL OTHER LIMITED PARTNERS By: PS Texas Holdings, Ltd., a Texas limited partnership, as their attorney-in-fact By: PS GPT Properties, Inc., a California corporation, its general partner By: /S/ HARVEY LENKIN Harvey Lenkin President By: /S/ DAVID P. SINGELYN --------------------- David P. Singelyn Assistant Secretary ACKNOWLEDGED AND AGREED, AS TO THE ISSUANCE OF COMPANY STOCK PURSUANT TO SECTION 12 OF THE MARCH 29TH AGREEMENT: "COMPANY" PUBLIC STORAGE, INC., a California corporation By: /S/ HARVEY LENKIN ----------------- Harvey Lenkin President By: /S/ DAVID P. SINGELYN --------------------- David P. Singelyn Assistant Secretary 6 EX-12 4 0004.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES PUBLIC STORAGE, INC. EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
For the three months ended For the six months ended June 30, June 30, --------------------------------- -------------------------------- EARNINGS PER SHARE: 2000 1999 2000 1999 - ----------------------------------------------------- -------------- -------------- -------------- -------------- (Amounts in thousands, except per share data) Net income........................................... $ 74,303 $ 73,651 $ 146,864 $ 135,493 Less: Preferred Stock dividends: 10% Cumulative Preferred Stock, Series A.......... (1,140) (1,141) (2,280) (2,281) 9.20% Cumulative Preferred Stock, Series B........ (1,372) (1,372) (2,744) (2,744) Adjustable Rate Preferred Stock, Series C......... (524) (506) (1,041) (1,012) 9.50% Cumulative Preferred Stock, Series D........ (713) (713) (1,426) (1,426) 10.0% Cumulative Preferred Stock, Series E........ (1,372) (1,372) (2,744) (2,744) 9.75% Cumulative Preferred Stock, Series F........ (1,401) (1,401) (2,802) (2,802) 8.875% Cumulative Preferred Stock, Series G....... (3,828) (3,828) (7,656) (7,656) 8.45% Cumulative Preferred Stock, Series H........ (3,565) (3,565) (7,130) (7,130) 8.625% Cumulative Preferred Stock, Series I....... (2,156) (2,156) (4,312) (4,312) 8.00% Cumulative Preferred Stock, Series J........ (3,000) (3,000) (6,000) (6,000) 8.25% Cumulative Preferred Stock, Series K........ (2,372) (2,372) (4,744) (4,296) 8.25% Cumulative Preferred Stock, Series L........ (2,372) (2,398) (4,744) (2,951) 8.75% Cumulative Preferred Stock, Series M........ (1,230) - (2,460) - -------------- -------------- -------------- -------------- Total preferred dividends (25,045) (23,824) (50,083) (45,354) -------------- -------------- -------------- -------------- $ 49,258 $ 49,827 $ 96,781 $ 90,139 ============== ============== ============== ============== Allocation of net income allocable to common shareholders to classes: Net income allocable to shareholders of the Equity Stock, Series A.................................. 2,666 - 4,924 - Net income allocable to shareholders of common stock............................................ 46,592 49,827 91,857 90,139 -------------- -------------- -------------- -------------- $ 49,258 $ 49,827 $ 96,781 $ 90,139 ============== ============== ============== ============== Weighted average common shares outstanding: Basic - weighted average common shares outstanding 131,588 128,904 132,184 123,793 Effect of dilutive stock options - based on treasury stock method using average market price......... 146 346 151 340 -------------- -------------- -------------- -------------- Diluted weighted average common shares outstanding (1)............................................. 131,734 129,250 132,335 124,133 ============== ============== ============== ============== Basic earnings per common share...................... $0.35 $0.39 $0.69 $0.73 ============== ============== ============== ============== Diluted earnings per common share (1) (2)............ $0.35 $0.39 $0.69 $0.73 ============== ============== ============== ==============
1. Diluted net income per common share is computed using the weighted average common shares outstanding (adjusted for stock options). Commencing January 1, 2000, the 7,000,000 Class B common shares outstanding began to participate in distributions of our earnings. Distributions per share of Class B common stock are equal to 97% of the per share distribution paid to our regular common shares. As a result of this participation in distribution of earnings, for purposes of computing net income per common share, we began to include 6,790,000 (7,000,000 x 97%) Class B common shares in the weighted average common equivalent shares for the three months ended March 31, 2000. Weighted average diluted shares for the three months ended March 31, 1999 does not include any shares with respect to the Class B common stock as these shares did not participate in distributions of our earnings prior to January 1, 2000. 2. There are no additional potentially dilutive or anti-dilutive securities for the three or six months ended June 30, 2000 and 1999 within the definitions of Statement of Financial Accounting Standards No. 128, "Earnings per Share." Accordingly, there is no separate presentation of a determination of the impact of conversion of anti-dilutive securities 1. Exhibit 12 PUBLIC STORAGE, INC. EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended June 30, ----------------------------- 2000 1999 ------------ ------------ Net income................................................ $ 146,864 $ 135,493 Add: Minority interest in income....................... 14,854 7,657 Less: Minority interests in income which do not have fixed charges.............................................. (5,054) (6,923) ------------ ------------ Income from continuing operations......................... 156,664 136,227 Interest expense....................................... 2,667 3,734 ------------ ------------ Total Earnings Available to Cover Fixed Charges........... $ 159,331 $ 139,961 ============ ============ Total Fixed Charges - Interest expense (including capitalized interest).............................................. $ 6,823 $ 5,680 Preferred Stock dividends................................. $ 50,083 $ 45,354 Preferred OP unit distributions........................... 8,336 - ------------ ------------ Total Preferred Distributions............................. $ 58,419 $ 45,354 ============ ============ Total Combined Fixed Charges and Preferred distributions.......................................... $ 65,242 $ 51,034 ============ ============ Ratio of Earnings to Fixed Charges........................ 23.35x 24.64x ============ ============ Ratio of Earnings to Combined Fixed Charges and Preferred distributions......................................... 2.44x 2.74x ============ ============
For the Year Ended December 31, ---------------------------------------------------------------------- 1999 1998 1997 1996 1995 ------------ ------------ ------------ ------------ ------------ (Amounts in thousands, except ratios) Net income................................................ $ 287,885 $ 227,019 $ 178,649 $ 153,549 $ 70,386 Add: Minority interest in income....................... 16,006 20,290 11,684 9,363 7,137 Less: Minority interests in income which do not have fixed charges.............................................. (13,362) (15,853) (10,375) (8,273) (4,700) ------------ ------------ ------------ ------------ ------------ Income from continuing operations......................... 290,529 231,456 179,958 154,639 72,823 Interest expense....................................... 7,971 4,507 6,792 8,482 8,508 ------------ ------------ ------------ ------------ ------------ Total Earnings Available to Cover Fixed Charges........... $ 298,500 $ 235,963 $ 186,750 $ 163,121 $ 81,331 ============ ============ ============ ============ ============ Total Fixed Charges - Interest expense (including capitalized interest).............................................. $ 12,480 $ 7,988 $ 9,220 $ 10,343 $ 8,815 Preferred Stock dividends................................. $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124 Preferred OP unit distributions........................... - - - - - ------------ ------------ ------------ ------------ ------------ Total Preferred Distributions............................. $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124 ============ ============ ============ ============ ============ Total Combined Fixed Charges and Preferred distributions.......................................... $ 107,273 $ 86,363 $ 97,613 $ 78,942 $ 39,939 ============ ============ ============ ============ ============ Ratio of Earnings to Fixed Charges........................ 23.92x 29.54x 20.25x 15.77x 9.23x ============ ============ ============ ============ ============ Ratio of Earnings to Combined Fixed Charges and Preferred distributions......................................... 2.78x 2.73x 1.91x 2.07x 2.04x ============ ============ ============ ============ ============
Exhibit 12 PUBLIC STORAGE, INC. EXHIBIT 12 - STATEMENT RE: COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
Six Months Ended June 30, ---------------------------- 2000 1999 ------------ ------------ SUPPLEMENTAL DISCLOSURE OF RATIO OF FUNDS FROM OPERATIONS ("FFO") TO FIXED CHARGES: FFO............................................................. $ 222,890 $ 202,745 Add back minority OP unit distributions......................... 8,336 - Interest expense................................................ 2,667 3,734 ------------ ------------ Adjusted FFO available to cover fixed charges................... $ 233,893 $ 206,479 ============ ============ Total Fixed Charges - Interest expense (including capitalized interest)................................................... $ 6,823 $ 5,680 ============ ============ Preferred Stock dividends....................................... $ 50,083 $ 45,354 Preferred OP unit distributions................................. 8,336 - ------------ ------------ Total Preferred Distributions................................... $ 58,419 $ 45,354 ============ ============ Total Combined Fixed Charges and Preferred Distributions........ $ 65,242 $ 51,034 ============ ============ Ratio of FFO to Fixed Charges................................... 34.28x 36.35x ============ ============ Ratio of FFO to Combined Fixed Charges and Preferred Distributions 3.59x 4.05x ============ ============
For the Year Ended December 31, ------------------------------------------------------------------ 1999 1998 1997 1996 1995 ------------ ------------ ------------ ------------ ---------- SUPPLEMENTAL DISCLOSURE OF RATIO OF FUNDS FROM OPERATIONS ("FFO") TO FIXED CHARGES: FFO............................................................. $ 428,962 $ 336,363 $ 272,234 $ 224,476 $ 105,199 Add back minority OP unit distributions......................... - - - - - Interest expense................................................ 7,971 4,507 6,792 8,482 8,508 ------------ ------------ ------------ ------------ ---------- Adjusted FFO available to cover fixed charges................... $ 436,933 $ 340,870 $ 279,026 $ 232,958 $ 113,707 ============ ============ ============ ============ ========== Total Fixed Charges - Interest expense (including capitalized interest)................................................... $ 12,480 $ 7,988 $ 9,220 $ 10,343 $ 8,815 ============ ============ ============ ============ ========== Preferred Stock dividends....................................... $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124 Preferred OP unit distributions................................. - - - - - ------------ ------------ ------------ ------------ ---------- Total Preferred Distributions................................... $ 94,793 $ 78,375 $ 88,393 $ 68,599 $ 31,124 ============ ============ ============ ============ ========== Total Combined Fixed Charges and Preferred Distributions........ $ 107,273 $ 86,363 $ 97,613 $ 78,942 $ 39,939 ============ ============ ============ ============ ========== Ratio of FFO to Fixed Charges................................... 35.01x 42.67x 30.26x 22.52x 12.90x ============ ============ ============ ============ ========== Ratio of FFO to Combined Fixed Charges and Preferred Distributions 4.07x 3.95x 2.86x 2.95x 2.85x ============ ============ ============ ============ ==========
Exhibit 12 EX-27 5 0005.txt FDS --
5 0000318380 Public Storage, Inc. 1 US 6-Mos Dec-31-2000 Jan-01-2000 Jun-30-2000 1 239,951,000 0 0 0 0 239,951,000 4,081,059,000 (597,875,000) 4,476,232,000 87,112,000 0 0 1,155,150,000 13,115,000 2,579,210,000 4,476,232,000 0 364,745,000 0 119,961,000 80,399,000 0 2,667,000 146,864,000 0 0 0 0 0 146,864,000 0.69 0.69
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