PUBLIC STORAGE PROPERTIES X INC
10-Q, 1996-08-13
LESSORS OF REAL PROPERTY, NEC
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                                  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 1-10708

                        PUBLIC STORAGE PROPERTIES X, INC.
             -----------------------------------------------------
             (Exact name of registrant as specified in its charter)


         California                                            95-4300880
- -------------------------------                        ------------------------
(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:

               2,157,484 shares of $.01 par value Series A shares

<PAGE>
                                      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                                      6-8

Management's Discussion and Analysis of
  Financial Condition and Results of Operations                             9-12

PART II.  OTHER INFORMATION                                                13-14


<PAGE>
<TABLE>

                                             PUBLIC STORAGE PROPERTIES X, INC.
                                                 CONDENSED BALANCE SHEETS
<CAPTION>


                                                                                        June 30,            December 31,
                                                                                          1996                  1995
                                                                                     ------------         ------------
                                                                                       (Unaudited)


                                     ASSETS
                                     ------


<S>                                                                                  <C>                  <C>         
Cash and cash equivalents                                                            $    257,000         $    463,000
Rent and other receivables                                                                 25,000               23,000
Prepaid expenses                                                                          172,000              311,000

Real estate facilities at cost:
   Building, land improvements and equipment                                           25,967,000           25,873,000
   Land                                                                                12,110,000           12,110,000
                                                                                     ------------         ------------
                                                                                       38,077,000           37,983,000

   Less accumulated depreciation                                                      (12,062,000)         (11,541,000)
                                                                                     ------------         ------------
                                                                                       26,015,000           26,442,000
                                                                                     ------------         ------------
Total assets                                                                         $ 26,469,000         $ 27,239,000
                                                                                     ============         ============

                      LIABILITIES AND SHAREHOLDERS' EQUITY
                      ------------------------------------

Accounts payable                                                                    $     417,000         $    504,000
Dividends payable                                                                         293,000              599,000
Advance payments from renters                                                             266,000              263,000
Note payable                                                                            5,650,000            4,900,000

Shareholders' equity:
   Series A common, $.01 par value,
     2,828,989 shares authorized,
     2,157,484 shares issued and
     outstanding (1,674,875 shares
     issued and outstanding in 1995)                                                       21,000               17,000
   Convertible Series B common, $.01 par 
     value, 184,453 shares  authorized and
     none issued and outstanding (36,891
     issued and outstanding in 1995)                                                            -                    -
   Convertible Series C common,  $.01 par value,
     522,618 shares  authorized and
     none issued and outstanding (522,618
     issued and outstanding in 1995)                                                            -                5,000

   Paid-in-capital                                                                     25,717,000           27,157,000
   Cumulative income                                                                   29,126,000           27,583,000
   Cumulative distributions                                                           (35,021,000)         (33,789,000)
                                                                                     ------------         ------------

   Total shareholders' equity                                                          19,843,000           20,973,000
                                                                                     ------------         ------------

Total liabilities and shareholders' equity                                            $26,469,000          $27,239,000
                                                                                     ============         ============
</TABLE>
                             See accompanying notes.
                                        2
<PAGE>
<TABLE>


                        PUBLIC STORAGE PROPERTIES X, INC.
                         CONDENSED STATEMENTS OF INCOME
                                   (UNAUDITED)

<CAPTION>
                                                      Three Months Ended                         Six Months Ended
                                                           June 30,                                  June 30,
                                              ----------------------------------        ----------------------------------
                                                  1996                 1995                 1996                 1995
                                              -------------       --------------        -------------        -------------



REVENUES:

<S>                                              <C>                  <C>                  <C>                  <C>       
Rental income                                    $1,881,000           $1,789,000           $3,681,000           $3,507,000
Interest income                                       6,000                6,000               10,000               10,000
                                              -------------       --------------        -------------        -------------
                                                  1,887,000            1,795,000            3,691,000            3,517,000
                                              -------------       --------------        -------------        -------------



COSTS AND EXPENSES:

Cost of operations                                  546,000              531,000            1,126,000              995,000
Management fees paid to affiliates                  100,000              105,000              199,000              207,000
Depreciation                                        261,000              257,000              521,000              510,000
Administrative                                       37,000               44,000               83,000               99,000
Interest expense                                    114,000               42,000              219,000               85,000
                                              -------------       --------------        -------------        -------------
                                                  1,058,000              979,000            2,148,000            1,896,000
                                              -------------       --------------        -------------        -------------

NET INCOME                                       $  829,000           $  816,000           $1,543,000           $1,621,000
                                              =============       ==============        =============        =============

Earnings per share:

   Primary - Series A                                 $0.38                $0.43                $0.80                $0.85
                                              =============       ==============        =============        =============
   Fully diluted - Series A                           $0.38                $0.33                $0.70                $0.65
                                              =============       ==============        =============        =============

Dividends declared per share:

   Series A                                           $0.35                $0.35                $0.70                $0.70
                                              =============       ==============        =============        =============
   Series B                                           $0.22                $0.35                $0.57                $0.70
                                              =============       ==============        =============        =============


Weighted average common 
  shares outstanding:

   Primary - Series A                             2,175,184            1,755,967            1,916,363            1,765,017
                                              =============       ==============        =============        =============
   Fully diluted - Series A                       2,175,184            2,463,038            2,196,117            2,472,088
                                              =============       ==============        =============        =============
</TABLE>
                             See accompanying notes.
                                        3
<PAGE>
<TABLE>
                        Public Storage Properties X, Inc.
                   Condensed Statement of Shareholders' Equity
                                   (Unaudited)

<CAPTION>
                                                                      Convertible                  Convertible                    
                                           Series A                    Series B                    Series C               Paid-in 
                                      Shares         Amount        Shares      Amount          Shares         Amount      Capital 
                                    ---------       -------        ------      -------        --------        ------    -----------

<S>                                 <C>             <C>            <C>         <C>             <C>            <C>       <C>        
Balances at December 31, 1995       1,674,875       $17,000        36,891      $    -          522,618        $5,000    $27,157,000

Net income                                  -             -             -           -                -             -              -
Conversion of B & C shares
   to A shares                        559,509         5,000       (36,891)          -         (522,618)       (5,000)
Repurchase of shares                  (76,900)       (1,000)            -           -                -             -    (1,440,000)

Cash distributions declared:
   $.70 per share - Series A                -             -             -           -                -             -              -
   $.57 per share - Series B                -             -             -           -                -             -              -
                                    ---------       -------        ------      -------        --------        ------    -----------
  
Balances at June 30, 1996           2,157,484       $21,000             -      $    -                -         $        $25,717,000
                                    =========       =======        ======      =======        ========        ======    ============
</TABLE>

                        Public Storage Properties X, Inc.
                   Condensed Statement of Shareholders' Equity
                                   (Unaudited)


                                    Cumulative                         Total
                                       Net          Cumulative     Shareholders'
                                     Income        Distributions       Equity
                                   ------------    -------------     ----------

Balances at December 31, 1995      $27,583,000    ($33,789,000)     $20,973,000

Net income                           1,543,000                -       1,543,000
Conversion of B & C shares
   to A shares                  
Repurchase of shares                         -                -     (1,441,000)

Cash distributions declared:
   $.70 per share - Series A                 -      (1,211,000)     (1,211,000)
   $.57 per share - Series B                 -         (21,000)        (21,000)
                                   ------------    -------------     ----------
  
Balances at June 30, 1996          $29,126,000    ($35,021,000)     $19,843,000
                                  -------------   -------------     -----------

                             See accompanying notes.
                                        4

<PAGE>
<TABLE>
                        PUBLIC STORAGE PROPERTIES X, INC.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (UNAUDITED)
<CAPTION>


                                                                                          Six Months Ended
                                                                                              June 30,
                                                                                 ----------------------------------
                                                                                     1996                 1995
                                                                                 ------------         -------------

Cash flows from operating activities:

<S>                                                                               <C>                  <C>       
   Net income                                                                     $1,543,000           $1,621,000

   Adjustments  to  reconcile  net  
     income  to net cash  provided  
     by  operating activities:

     Depreciation                                                                    521,000              510,000
     (Increase) decrease in rent and other receivables                                (2,000)               5,000
     Increase in prepaid expenses                                                    (41,000)             (13,000)
     Amortization of prepaid management fees                                         180,000                    -
     Decrease in accounts payable                                                    (87,000)             (77,000)
     Increase (decrease) in advance payments from renters                              3,000               (2,000)
                                                                                 ------------         -------------


         Total adjustments                                                           574,000              423,000
                                                                                 ------------         -------------


         Net cash provided by operating activities                                 2,117,000            2,044,000
                                                                                 ------------         -------------


Cash flows from investing activities:

     Additions to real estate facilities                                             (94,000)             (76,000)
                                                                                 ------------         -------------
         Net cash used in investing activities                                       (94,000)             (76,000)
                                                                                 ------------         -------------

Cash flows from financing activities:

     Distributions paid to shareholders                                           (1,538,000)          (1,375,000)
     Proceeds from note payable to Bank                                              750,000              325,000
     Purchase of Company Series A common stock                                    (1,441,000)            (716,000)
                                                                                 ------------         -------------

         Net cash used in financing activities                                    (2,229,000)          (1,766,000)
                                                                                 ------------         -------------

Net (decrease) increase in cash
   and cash equivalents                                                             (206,000)             202,000

Cash and cash equivalents at
   the beginning of the period                                                       463,000              665,000
                                                                                 ------------         -------------

Cash and cash equivalents at
   the end of the period                                                          $  257,000           $  867,000
                                                                                 ============         =============

</TABLE>
                             See accompanying notes.
                                        5

<PAGE>
                        PUBLIC STORAGE PROPERTIES X, 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 $240,000.  The Company expensed  $180,000 of the 1996 prepaid
     management  fees for the six months  ended June 30,  1996.  The  balance of
     prepaid  management fees,  $60,000,  is included in prepaid expenses in the
     Balance Sheet at June 30, 1996.

5.   In June 1994, the Company  obtained an unsecured  revolving credit facility
     with a bank for  borrowings up to $4,000,000 for working  capital  purposes
     and to repay and  terminate  a prior  credit  facility.  During  1995,  the
     Company renegotiated its credit facility to extend the conversion date to a
     term loan to January 1, 1997,  extend the maturity date to January 1, 2001,
     and increase the maximum borrowings to $7,500,000.  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 April 1, 1997. On
     January 1, 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  $100,000
     on its 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
<PAGE>

6    The Company's  Articles of  Incorporation  provide that the Series B shares
     and Series C shares will  convert  automatically  into Series A shares on a
     share-for-share  basis  (the  "Conversion")  when  (A)  the  sum of (1) all
     cumulative  dividends  and other  distributions  from all sources paid with
     respect to the Series A shares (including  liquidating  distributions,  but
     not including payments made to redeem such stock other than in liquidation)
     and (2) the  cumulative  Partnership  distributions  from all sources  with
     respect to all Units  (including the General  Partners' 1% interest) equals
     (B) the  product of $20  multiplied  by the number of the then  outstanding
     "Original  Series A shares".  The term "Original Series A shares" means the
     Series  A shares  issued  in the  Reorganization.  On June  30,  1996,  the
     requirements  for Conversion were met and the  Convertible  Series B shares
     and Convertible Series C shares converted into Series A shares.

7.   For the second quarter of 1996, the Company declared a dividend of $.35 per
     share (a regular dividend of $.33 and a special one-time  dividend of $.02)
     to Series A shares and a dividend of $.218 per share to Convertible  Series
     B shares.  The Company also declared a pro rata dividend of $.132 per share
     on the Series A shares  issued  upon  conversion  of  Convertible  Series B
     shares and Convertible Series C shares.

                                    7
<PAGE>

8.   In June 1996, the Company and Public Storage, Inc. ("PSI") agreed,  subject
     to certain conditions, to merge. Upon the merger, each outstanding share of
     the  Company's  common  stock series A (other than shares held by PSI or by
     shareholders of the Company who have properly exercised  dissenters' rights
     under  California  law  ("Dissenting  Shares"))  will be converted into the
     right to receive  cash,  PSI common stock or a  combination  of the two, as
     follows:  (i) with respect to a certain  number of shares of the  Company's
     common  stock series A (not to exceed 20% of the  outstanding  common stock
     series A of the Company,  less any Dissenting Shares), upon a shareholder's
     election,  $20.92 in cash,  subject to reduction as described below or (ii)
     that number (subject to rounding) of shares of PSI common stock  determined
     by dividing $20.92, subject to reduction as described below, by the average
     of the per share  closing  prices  on the New York  Stock  Exchange  of PSI
     common  stock  during the 20  consecutive  trading days ending on the fifth
     trading day prior to the special meeting of the Company's shareholders. The
     consideration paid by PSI in the merger will be reduced on a pro rata basis
     by the amount of cash  distributions  required to be paid by the Company to
     its shareholders  prior to completion of the merger in order to satisfy the
     Company's REIT distribution  requirements  ("Required REIT Distributions").
     The  consideration  received by the Company's  shareholders  in the merger,
     however, along with any Required REIT Distributions,  will not be less than
     $20.92 per share of the  Company's  common  stock  series A,  which  amount
     represents  the market value of the Company's real estate assets at May 31,
     1996 (based on an independent  appraisal) and the estimated net asset value
     of its other assets at September 30, 1996. Additional distributions will be
     made to the Company's  shareholders  to cause the  Company's  estimated net
     asset value as of the date of the merger to be substantially  equivalent to
     its estimated  net asset value as of September  30, 1996.  The common stock
     series A of the Company  held by PSI will be  canceled  in the merger.  The
     merger  is  conditioned  on,  among  other  requirements,  approval  by the
     Company's  shareholders.  It is  expected  that any merger  would  close in
     September  1996.  PSI is the  Company's  mini-warehouse  operator  and owns
     20.95% of the Company's common stock series A.

                                       8
<PAGE>

                        PUBLIC STORAGE PROPERTIES X, 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 $1,543,000 and $1,621,000, respectively,  representing a decrease of $78,000
or 5%. Net income for the three months ended June 30, 1996 and 1995 was $829,000
and $816,000,  respectively,  representing an increase of $13,000.  Property net
operating income (rental income less cost of operations, management fees paid to
affiliates and depreciation  expense) increased for both periods.  However,  the
increase  in  interest  expense  caused the  decrease  in net income for the six
months ended June 30, 1996.

     Rental  income  for the six  months  ended  June  30,  1996  and  1995  was
$3,681,000 and $3,507,000, respectively, representing an increase of $174,000 or
5%.  Rental  income  for the  three  months  ended  June  30,  1996 and 1995 was
$1,881,000 and $1,789,000, respectively,  representing an increase of $92,000 or
5%. The Company's mini-warehouse operations showed increases in rental income of
$121,000  and $62,000 for the six and three month  periods  ended June 30, 1996,
respectively,  compared to the same periods in 1995 due primarily to an increase
in rental rates at a majority of the  Company's  properties.  The  Company's San
Diego, California business park showed increases in rental income of $53,000 and
$30,000  for the six and three  month  periods  ended  June 30,  1996 over 1995,
respectively, due primarily to increases in occupancy levels and rental rates.

     The Company's  mini-warehouse  operations  had weighted  average  occupancy
levels of 91% and 90% for the six month  periods  ended June 30,  1996 and 1995,
respectively.  The Company's  business  park  facility had an average  occupancy
level of 93% and 88% for the six month  periods  ended  June 30,  1996 and 1995,
respectively.

     Cost of  operations  (including  management  fees  paid to  affiliates  and
depreciation  expense)  for the six  months  ended  June  30,  1996 and 1995 was
$1,846,000 and $1,712,000, respectively, representing an increase of $134,000 or
8%. Cost of  operations  for the three  months  ended June 30, 1996 and 1995 was
$907,000  and  $893,000,  representing  an  increase  of  $14,000  or 2%.  These
increases are  primarily  attributable  to increases in repairs and  maintenance
costs and property tax expense.  Repairs and maintenance  costs increased mainly
due to an increase in snow removal costs associated with higher than normal snow
levels  experienced  at the Company's  mini-warehouse  properties in the eastern
states.  The  increase in  property  tax expense is  primarily  attributable  to
one-time  tax  refunds  received in the first  quarter of 1995 from  appealing a
prior year tax  assessment  at the  Company's  New York  property  and San Diego
business park.

                                       9
<PAGE>

     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  $180,000 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  $19,000 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 $72,000 and $134,000, 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  ($2,117,000  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.

     In June 1994, the Company  obtained an unsecured  revolving credit facility
with a bank for borrowings up to $4,000,000 for working capital  purposes and to
repay  and  terminate  a  prior  credit  facility.   During  1995,  the  Company
renegotiated its credit facility to extend the conversion date to a term loan to
January 1, 1997,  extend the maturity date to January 1, 2001,  and increase the
maximum borrowings to $7,500,000. 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 April 1, 1997. On January 1, 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  $100,000 on its 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.

                                       10
<PAGE>

     The Company's  Board of Directors has authorized the Company to purchase up
to 800,000 shares of Series A common stock. As of June 30, 1996, the Company had
repurchased 523,237 shares of Series A common stock, of which 76,900 shares were
purchased in 1996.

     The Company's  Articles of  Incorporation  provide that the Series B shares
and  Series  C shares  will  convert  automatically  into  Series A shares  on a
share-for-share  basis (the "Conversion") when (A) the sum of (1) all cumulative
dividends  and other  distributions  from all sources  paid with  respect to the
Series A shares (including liquidating distributions, but not including payments
made to redeem  such stock  other than in  liquidation)  and (2) the  cumulative
Partnership  distributions from all sources with respect to all Units (including
the General  Partners' 1% interest)  equals (B) the product of $20 multiplied by
the  number  of the  then  outstanding  "Original  Series  A  shares".  The term
"Original   Series  A  shares"   means  the  Series  A  shares   issued  in  the
Reorganization.
  
     On June 30, 1996, the Company's Convertible Series B shares and Convertible
Series C shares  converted into Series A shares in accordance with the Company's
Articles of Incorporation.  For the second quarter of 1996, the Company declared
a dividend of $.35 per share (a regular  dividend of $.33 and a special one-time
dividend  of $.02) to  Series A shares  and a  dividend  of $.218  per  share to
Convertible  Series B shares.  The Company also  declared a pro rata dividend of
$.132 per share on the Series A shares  issued upon  conversion  of  Convertible
Series B shares and Convertible  Series C shares.  Prior to the conversion,  the
Series C shares did not receive dividends.  As a result of the additional Series
A shares  outstanding  due to the  conversion,  the  Company has  decreased  its
regular  dividend to $.33 per share per quarter.  The Company believes that this
level of dividends can be supported by cash flow from  operations and enable the
Company to repay the advances under the terms of the credit  facility  discussed
above.

     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 $1,199,000.

                                       11
<PAGE>

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 $2,064,000 and $2,131,000, respectively. FFO for the three months ended
June 30, 1996 and 1995 was $1,090,000  and  $1,073,000,  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.

Proposed Merger.
- ----------------

     See  footnote 8 to  financial  statements  for a  discussion  of a proposed
merger.

                                       12
<PAGE>


                           PART II. OTHER INFORMATION

ITEMS 1 through 4 are inapplicable.

ITEM 5.  Other Information

         In June 1996,  the Company and Public  Storage,  Inc.  ("PSI")  agreed,
         subject  to  certain  conditions,  to  merge.  Upon  the  merger,  each
         outstanding  share of the  Company's  common stock series A (other than
         shares held by PSI or by  shareholders of the Company who have properly
         exercised   dissenters'   rights  under   California  law  ("Dissenting
         Shares"))  will be converted into the right to receive cash, PSI common
         stock or a  combination  of the two, as follows:  (i) with respect to a
         certain number of shares of the Company's common stock series A (not to
         exceed 20% of the  outstanding  common  stock  series A of the Company,
         less any Dissenting Shares), upon a shareholder's  election,  $20.92 in
         cash,  subject to  reduction  as  described  below or (ii) that  number
         (subject  to  rounding)  of shares of PSI common  stock  determined  by
         dividing  $20.92,  subject to  reduction  as  described  below,  by the
         average of the per share closing  prices on the New York Stock Exchange
         of PSI common  stock during the 20  consecutive  trading days ending on
         the fifth  trading  day prior to the special  meeting of the  Company's
         shareholders.  The  consideration  paid  by PSI in the  merger  will be
         reduced  on a pro  rata  basis  by the  amount  of  cash  distributions
         required  to be  paid  by the  Company  to its  shareholders  prior  to
         completion  of the  merger  in  order to  satisfy  the  Company's  REIT
         distribution   requirements   ("Required  REIT   Distributions").   The
         consideration  received by the  Company's  shareholders  in the merger,
         however,  along with any Required REIT Distributions,  will not be less
         than $20.92 per share of the  Company's  common  stock  series A, which
         amount  represents the market value of the Company's real estate assets
         at May 31, 1996 (based on an  independent  appraisal) and the estimated
         net asset value of its other assets at September  30, 1996.  Additional
         distributions  will be made to the Company's  shareholders to cause the
         Company's  estimated net asset value as of the date of the merger to be
         substantially  equivalent  to  its  estimated  net  asset  value  as of
         September  30,  1996.  The common stock series A of the Company held by
         PSI will be canceled in the merger. The merger is conditioned on, among
         other  requirements,  approval  by the  Company's  shareholders.  It is
         expected  that any merger  would close in  September  1996.  PSI is the
         Company's  mini-warehouse  operator  and owns  20.95% of the  Company's
         common stock series A.


                                       13
<PAGE>

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

           A)  EXHIBITS:  The following exhibits are included herein:

               (2) Agreement and Plan of Reorganization  between the Company and
               PSI. Filed with PSI's  Registration  Statement  No.333-08671  and
               incorporated herein by reference.

               (27) Financial Data Schedule

           B)  REPORTS ON FORM 8-K

               A Form 8-K dated June 20, 1996 was filed on June 25, 1996,  which
               reported  under  Item 5 that  the  Company  and PSI  had  agreed,
               subject to certain conditions, to merge.


                                   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 X, INC.


                                        BY:      /s/ Ronald L. Havner, Jr.
                                                 --------------------------
                                                 Ronald L. Havner, Jr.
                                                 Senior Vice President and
                                                   Chief Financial Officer

                                       14

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<CIK>                         0000864337
<NAME>                 PUBLIC STORAGE PROPERTIES X, INC.                     
<MULTIPLIER>                                   1
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<S>                             <C>
<PERIOD-TYPE>                                                              6-MOS
<FISCAL-YEAR-END>                                                    DEC-31-1996
<PERIOD-START>                                                        JAN-1-1996
<PERIOD-END>                                                         JUN-30-1996
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                                                                    0
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