-----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, GqPpO5/yiE46E6vTAFRPO9g6g0SKU+xhepHIh4nJRlUJCJIbqMYWU2YOZmt6idJU P6mTNXJmpEiorF59kILF1Q== 0000866368-96-000007.txt : 19960814 0000866368-96-000007.hdr.sgml : 19960814 ACCESSION NUMBER: 0000866368-96-000007 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19960630 FILED AS OF DATE: 19960813 SROS: AMEX FILER: COMPANY DATA: COMPANY CONFORMED NAME: PUBLIC STORAGE PROPERTIES XVIII INC CENTRAL INDEX KEY: 0000870376 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 954336616 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 001-10832 FILM NUMBER: 96610415 BUSINESS ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 BUSINESS PHONE: 8182448080 MAIL ADDRESS: STREET 1: 701 WESTERN AVE STREET 2: SUITE 200 CITY: GLENDALE STATE: CA ZIP: 91201 10-Q 1 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the period ended June 30, 1996 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 1-10832 ------- PUBLIC STORAGE PROPERTIES XVIII, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) California 95-4336616 - ------------------------------------ ----------------------- (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. Yes X No -- -- The number of shares outstanding of the Company's classes of common stock as of June 30, 1996: 2,775,900 shares of $.01 par value Series A shares 324,989 shares of $.01 par value Series B shares 920,802 shares of $.01 par value Series C shares ------------------------------------------------ INDEX Page ---- PART I. FINANCIAL INFORMATION Condensed Balance Sheets at June 30, 1996 and December 31, 1995 2 Condensed Statements of Income for the three and six months ended June 30, 1996 and 1995 3 Condensed Statement of Shareholders' Equity for the six months ended June 30, 1996 4 Condensed Statements of Cash Flows for the six months ended June 30, 1996 and 1995 5 Notes to Condensed Financial Statements 6 Management's Discussion and Analysis of Financial Condition and Results of Operations 7-9 PART II. OTHER INFORMATION 10 PUBLIC STORAGE PROPERTIES XVIII, INC. CONDENSED BALANCE SHEETS
June 30, December 31, 1996 1995 ---------------- ---------------- (Unaudited) ASSETS ------ Cash and cash equivalents $ 441,000 $ 484,000 Rent and other receivables 54,000 56,000 Prepaid expenses 197,000 433,000 Real estate facilities at cost: Building, land improvements and equipment 42,615,000 42,410,000 Land 25,073,000 25,073,000 ---------------- ---------------- 67,688,000 67,483,000 Less accumulated depreciation (13,278,000) (12,459,000) ---------------- ---------------- 54,410,000 55,024,000 ---------------- ---------------- Total assets $55,102,000 $55,997,000 ================ ================ LIABILITIES AND SHAREHOLDERS' EQUITY ------------------------------------ Accounts payable $ 563,000 $ 926,000 Dividends payable 930,000 1,677,000 Advance payments from renters 392,000 350,000 Note payable 5,650,000 5,900,000 Shareholders' equity: Series A common, $.01 par value, 4,983,165 shares authorized, 2,775,900 shares issued and outstanding (2,779,500 shares issued and outstanding in 1995) 28,000 28,000 Convertible Series B common, $.01 par value, 324,989 shares authorized, issued and outstanding 3,000 3,000 Convertible Series C common, $.01 par value, 920,802 shares authorized, issued and outstanding 9,000 9,000 Paid-in-capital 51,022,000 51,083,000 Cumulative income 20,368,000 18,024,000 Cumulative distributions (23,863,000) (22,003,000) ---------------- ---------------- Total shareholders' equity 47,567,000 47,144,000 ---------------- ---------------- Total liabilities and shareholders' equity $55,102,000 $55,997,000 ================ ================
See accompanying notes. 2 PUBLIC STORAGE PROPERTIES XVIII, INC. CONDENSED STATEMENTS OF INCOME (UNAUDITED)
Three Months Ended Six Months Ended June 30, June 30, --------------------------------- ---------------------------------- 1996 1995 1996 1995 ------------ -------------- ------------- ------------- REVENUES: Rental income $2,774,000 $2,607,000 $5,419,000 $5,128,000 Interest income 3,000 7,000 6,000 11,000 ------------ -------------- ------------- ------------- 2,777,000 2,614,000 5,425,000 5,139,000 ------------ -------------- ------------- ------------- COSTS AND EXPENSES: Cost of operations 716,000 607,000 1,598,000 1,349,000 Management fees paid to affiliates 140,000 153,000 279,000 302,000 Depreciation 416,000 424,000 819,000 834,000 Administrative 60,000 74,000 125,000 149,000 Interest expense 124,000 98,000 260,000 191,000 ------------ -------------- ------------- ------------- 1,456,000 1,356,000 3,081,000 2,825,000 ------------ -------------- ------------- ------------- NET INCOME $1,321,000 $1,258,000 $2,344,000 $2,314,000 ============ ============== ============= ============= Earnings per share: Primary - Series A $0.44 $0.40 $0.77 $0.72 ============ ============== ============= ============= Fully diluted - Series A $0.33 $0.30 $0.58 $0.55 ============ ============== ============= ============= Dividends declared per share: Series A $0.30 $0.30 $0.60 $0.58 ============ ============== ============= ============= Series B $0.30 $0.30 $0.60 $0.58 ============ ============== ============= ============= Weighted average common shares outstanding: Primary - Series A 2,775,900 2,923,742 2,775,900 2,960,050 ============ ============== ============= ============= Fully diluted - Series A 4,021,691 4,169,533 4,021,691 4,205,841 ============ ============== ============= =============
See accompanying notes. 3 Public Storage Properties XVIII, Inc. Condensed Statement of Shareholders' Equity (Unaudited)
Convertible Convertible Series A Series B Series C Paid-in Shares Amount Shares Amount Shares Amount Capital --------- ------- ------- ------ ------- ------ ----------- Balances at December 31, 1995 2,779,500 $28,000 324,989 $3,000 920,802 $9,000 $51,083,000 Net income - - - - - - - Repurchase of shares (3,600) - - - - - (61,000) Cash distributions declared: $.60 per share - Series A - - - - - - - $.60 per share - Series B - - - - - - - --------- ------- ------- ------ ------- ------ ----------- Balances at June 30, 1996 2,775,900 $28,000 324,989 $3,000 920,802 $9,000 $51,022,000 ========= ======= ======= ====== ======= ====== ===========
Cumulative Total Net Cumulative Shareholders' Income Distributions Equity ------ ------------- ------ Balances at December 31, 1995 $18,024,000 ($22,003,000) $47,144,000 Net income 2,344,000 - 2,344,000 Repurchase of shares - - (61,000) Cash distributions declared: $.60 per share - Series A - (1,664,000) (1,664,000) $.60 per share - Series B - (196,000) (196,000) ----------- ------------- ----------- Balances at June 30, 1996 $20,368,000 ($23,863,000) $47,567,000 =========== ============ =========== See accompanying notes. 4 PUBLIC STORAGE PROPERTIES XVIII, INC. CONDENSED STATEMENTS OF CASH FLOWS (UNAUDITED)
Six Months Ended June 30, ----------------------------------- 1996 1995 -------------- ------------- Cash flows from operating activities: Net income $2,344,000 $2,314,000 Adjustments to reconcile net income to net cash provided by operating activities: Depreciation 819,000 834,000 Decrease in rent and other receivables 2,000 16,000 Increase in prepaid expenses (10,000) (1,000) Amortization of prepaid management fees 246,000 - Decrease in accounts payable (363,000) (183,000) Increase in advance payments from renters 42,000 2,000 -------------- ------------- Total adjustments 736,000 668,000 -------------- ------------- Net cash provided by operating activities 3,080,000 2,982,000 -------------- ------------- Cash flows from investing activities: Additions to real estate facilities (205,000) (95,000) -------------- ------------- Net cash used in investing activities (205,000) (95,000) -------------- ------------- Cash flows from financing activities: Distributions paid to shareholders (2,607,000) (1,867,000) (Payments) proceeds from note payable to Bank (250,000) 1,050,000 Purchase of Company Series A common stock (61,000) (2,092,000) -------------- ------------- Net cash used in financing activities (2,918,000) (2,909,000) -------------- ------------- Net decrease in cash and cash equivalents (43,000) (22,000) Cash and cash equivalents at the beginning of the period 484,000 301,000 -------------- ------------- Cash and cash equivalents at the end of the period $ 441,000 $ 279,000 ============== =============
See accompanying notes. 5 PUBLIC STORAGE PROPERTIES XVIII, INC. NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED) 1. The accompanying unaudited condensed financial statements have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although management believes that the disclosures contained herein are adequate to make the information presented not misleading. These unaudited condensed financial statements should be read in conjunction with the financial statements and related notes appearing in the Company's Form 10-K for the year ended December 31, 1995. 2. In the opinion of management, the accompanying unaudited condensed financial statements reflect all adjustments, consisting of only normal accruals, necessary to present fairly the Company's financial position at June 30, 1996 and December 31, 1995, the results of its operations for the three and six months ended June 30, 1996 and 1995 and its cash flows for the six months then ended. 3. The results of operations for the three and six months ended June 30, 1996 are not necessarily indicative of the results expected for the full year. 4. In 1995, the Company prepaid eight months of 1996 management fees at a total cost of $329,000. The Company expensed $246,000 of the 1996 prepaid management fees for the six months ended June 30, 1996. The balance of prepaid management fees, $83,000, is included in prepaid expenses in the Balance Sheet at June 30, 1996. 5. In November 1994, the Company obtained an unsecured non-revolving credit facility with a bank for borrowings up to $5,000,000 for working capital purposes and general corporate purposes. In 1995, the Company renegotiated its credit facility to increase the borrowings up to $7,000,000, change the credit facility from non-revolving to revolving, extend the conversion date to a term loan to October 1, 1996 and extend the maturity date to September 30, 2001. Outstanding borrowings on the credit facility, at the Company's option, bear interest at either the bank's prime rate plus .25% (8.50% at June 30, 1996) or the bank's LIBOR rate plus 2.25% (7.80% at June 30, 1996). Interest is payable monthly. Principal will be payable quarterly beginning on October 1, 1996. On September 30, 2001, the remaining unpaid principal and interest is due and payable. At June 30, 1996, the outstanding balance on the credit facility was $5,650,000. In July 1996, the Company borrowed an additional $600,000 on its line of credit facility. The Company is subject to certain covenants including cash flow coverages and dividend restrictions. As of June 30, 1996, the Company was in compliance with the covenants of the credit facility. 6 PUBLIC STORAGE PROPERTIES XVIII, INC. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following is management's discussion and analysis of certain significant factors occurring during the periods presented in the accompanying Condensed Financial Statements. Results of Operations. - ---------------------- The Company's net income for the six months ended June 30, 1996 and 1995 was $2,344,000 and $2,314,000, respectively, representing an increase of $30,000 or 1%. Net income for the three months ended June 30, 1996 and 1995 was $1,321,000 and $1,258,000, respectively, representing an increase of $63,000 or 5%. These increases are primarily the result of increases in property net operating income (rental income less cost of operations, management fees paid to affiliates and depreciation expense) partially offset by increases in interest expense. Rental income for the six months ended June 30, 1996 and 1995 was $5,419,000 and $5,128,000, respectively, representing an increase of $291,000 or 6%. Rental income for the three months ended June 30, 1996 and 1995 was $2,774,000 and $2,607,000, respectively, representing an increase of $167,000 or 6%. The Company's mini-warehouse operations showed increases in rental income of $241,000 and $129,000 for the six and three month periods ended June 30, 1996, respectively, compared to the same periods in 1995. These increases are primarily attributable to increases in occupancy levels and rental rates at the Company's properties located in California, Washington and Illinois. The Company's San Diego, California business park experienced increases in rental income of $50,000 and $38,000 for the six and three month periods ended June 30, 1996 over 1995, respectively, due to increases in occupancy levels and rental rates. The Company's mini-warehouse operations had weighted average occupancy levels of 88% and 86% for the six month periods ended June 30, 1996 and 1995, respectively. The Company's business park facility had an average occupancy level of 91% and 89% for the six month periods ended June 30, 1996 and 1995, respectively. Cost of operations (including management fees paid to affiliates and depreciation expense) was $2,696,000 and $2,485,000 for the six months ended June 30, 1996 and 1995, respectively, representing an increase of $211,000 or 8%. Cost of operations was $1,272,000 and $1,184,000 for the three months ended June 30, 1996 and 1995, respectively, representing an increase of $88,000 or 7%. These increases are primarily attributable to increases in snow removal costs, payroll and property tax expense. Snow removal costs increased due to higher than normal snow levels experienced at the Company's mini-warehouse properties in the eastern states. Property taxes increased due to one-time tax refunds received in the first quarter of 1995 at the Company's Inglewood, California property ($51,000) and San Diego business park ($20,000) and in the second quarter of 1995 at the Company's Pelham Manor, New York property ($202,000). 7 In 1995, the Company prepaid eight months of 1996 management fees on its mini-warehouse operations (based on the management fees for the comparable period during the calendar year immediately preceding the prepayment) discounted at the rate of 14% per year to compensate for early payment. During the six month period ended June 30, 1996, the Company expensed $246,000 of prepaid management fees. The amount is included in management fees paid to affiliates in the condensed statements of income. As a result of the prepayment, the Company saved approximately $39,000 in management fees, based on the management fees that would have been payable on rental income generated in the six months ended June 30, 1996 compared to the amount prepaid. Interest expense for the three and six month periods ended June 30, 1996 increased by $26,000 and $69,000, respectively, as compared to the same periods in 1995 due primarily to a higher outstanding loan balance in 1996 over 1995. Liquidity and Capital Resources. - -------------------------------- Cash flows from operating activities ($3,080,000 in 1996) and borrowing against the Company's credit facility were sufficient to meet all current obligations and distributions of the Company during the six months ended June 30, 1996. Management expects cash flows from operations will be sufficient to fund capital expenditures and quarterly distributions. The Company's Board of Directors has authorized the Company to purchase up to 1,100,000 shares of Series A common stock. As of June 30, 1996, the Company had repurchased 961,474 shares of Series A common stock, of which 3,600 were purchased in the first quarter of 1996. In November 1994, the Company obtained an unsecured non-revolving credit facility with a bank for borrowings up to $5,000,000 for working capital purposes and general corporate purposes. In 1995, the Company renegotiated its credit facility to increase the borrowings up to $7,000,000, change the credit facility from non-revolving to revolving, extend the conversion date to a term loan to October 1, 1996 and extend the maturity date to September 30, 2001. Outstanding borrowings on the credit facility, at the Company's option, bear interest at either the bank's prime rate plus .25% (8.50% at June 30, 1996) or the bank's LIBOR rate plus 2.25% (7.80% at June 30, 1996). Interest is payable monthly. Principal will be payable quarterly beginning on October 1, 1996. On September 30, 2001, the remaining unpaid principal and interest is due and payable. At June 30, 1996, the outstanding balance on the credit facility was $5,650,000. In July 1996, the Company borrowed an additional $600,000 on its line of credit facility. The Company is subject to certain covenants including cash flow coverages and dividend restrictions. As of June 30, 1996, the Company was in compliance with the covenants of the credit facility. 8 The Company has elected and intends to continue to qualify as a real estate investment trust ("REIT") for federal income tax purposes. As a REIT, the Company must meet, among other tests, sources of income, share ownership, and certain asset tests. The Company is not taxed on that portion of its taxable income which is distributed to its shareholders provided that at least 95% of its taxable income is so distributed to its shareholders prior to filing of the Company's tax return. The primary difference between book income and taxable income is depreciation expense. In 1995, the Company's federal tax depreciation was $1,196,000. The bylaws of the Company provide that, during 1999, unless shareholders have previously approved such a proposal, the shareholders will be presented with a proposal to approve or disapprove (a) the sale or financing of all or substantially all of the properties and (b) the distribution of the proceeds from such transaction and, in the case of a sale, the liquidation of the Company. Supplemental Information. - ------------------------- The Company's funds from operations ("FFO") is defined generally by the National Association of Real Estate Investment Trusts as net income before loss on early extinguishment of debt and gain on disposition of real estate, plus depreciation and amortization. FFO for the six months ended June 30, 1996 and 1995 was $3,163,000 and $3,148,000, respectively. FFO for the three months ended June 30, 1996 and 1995 was $1,737,000 and $1,682,000, respectively. FFO is a supplemental performance measure for equity Real Estate Investment Trusts used by industry analysts. FFO does not take into consideration principal payments on debt, capital improvements, distributions and other obligations of the Company. The only depreciation or amortization that is added to income to derive FFO is depreciation and amortization directly related to physical real estate. All depreciation and amortization reported by the Company relates to physical real estate and does not include any depreciation or amortization related to goodwill, deferred financing costs or other intangibles. FFO is not a substitute for the Company's net cash provided by operating activities or net income computed in accordance with generally accepted accounting principles, as a measure of liquidity or operating performance. 9 PART II. OTHER INFORMATION ITEMS 1 through 5 are inapplicable. ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K. (A) EXHIBITS: The following exhibit is included herein: (27) Financial Data Schedule (B) REPORTS ON FORM 8-K None 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 13, 1996 PUBLIC STORAGE PROPERTIES XVIII, INC. BY: /s/ Ronald L. Havner, Jr. ------------------------- Ronald L. Havner, Jr. Senior Vice President and Chief Financial Officer 10 EX-27 2 FDS --
5 0000870376 PUBLIC STORAGE PROPERTIES XVIII, INC. 1 US 6-MOS DEC-31-1996 JAN-1-1996 JUN-30-1996 1 441,000 0 251,000 0 0 692,000 67,688,000 (13,278,000) 55,102,000 1,885,000 5,650,000 0 0 40,000 47,527,000 55,102,000 0 5,425,000 0 2,696,000 125,000 0 260,000 2,344,000 0 2,344,000 0 0 0 2,344,000 .77 .58
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