UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934 [Fee Required]
For the fiscal year ended December 31, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 [No Fee Required]
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 (IRS 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
--------------
Securities registered pursuant to Section 12(b) of the Act
Common Stock Series A, $.01 par value American Stock Exchange
- ------------------------------------- ----------------------------------------
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12(g) of the Act
None
---------------
(Title of class)
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
-- --
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. X
--
The aggregate market value of the voting stock held by non-affiliates of the
Company as of February 28, 1997:
Common Stock Series A, $.01 Par Value-$49,157,106 (computed on the basis of
$18-7/8 per share which was the reported closing sale price of the Company's
Common Stock Series A on the American Stock Exchange on February 28, 1997).
The number of shares outstanding of the Company's classes of common stock as of
February 28, 1997:
Common Stock, $.01 Par Value - Series A 2,775,900 shares
Common Stock, $.01 Par Value - Series B 324,989 shares
Common Stock, $.01 Par Value - Series C 920,802 shares
------------------------------------------------------
DOCUMENTS INCORPORATED BY REFERENCE
(a) Information required by Part III will be included in an amendment to this
Form 10-K under cover of a Form 10-K/A filed within 120 days of the Company's
1996 fiscal year, which information is incorporated by reference into Part III.
<PAGE>
PUBLIC STORAGE PROPERTIES XVIII, INC.
PART I.
ITEM 1. BUSINESS
--------
General
- -------
Public Storage Properties XVIII, Inc. (the "Company") is a real estate
investment trust ("REIT") organized as a California corporation that was formed
to succeed to the business of Public Storage Properties XVIII, Ltd., a
California limited partnership (the "Partnership"), in a reorganization
transaction completed on July 26, 1991.
The Partnership offered 148,000 units of limited partnership interest (the
"Units") to the public in June 1987. The Partnership's general partners were PSI
Associates II, Inc. ("PSA"), a California corporation, and B. Wayne Hughes
("Hughes"). PSA was an affiliate of Public Storage Management, Inc., a
California corporation (see below).
Effective July 26, 1991, the Partnership transferred all of its assets and
liabilities to the Company pursuant to a plan of Reorganization approved by a
majority of the limited partners. In exchange for the Partnership's assets and
liabilities, the Company issued 3,737,374 shares of common stock Series A
("Series A shares"), 324,989 shares of common stock Series B ("Series B shares")
and 920,802 shares of common stock Series C ("Series C shares") of the Company
to the Partnership. The Partnership then made a liquidating distribution to the
limited partners by distributing 99 percent of the Series A shares (on the basis
of 25 Series A shares for each Unit). The remaining 1 percent of the Series A
shares and all of the Series B shares and Series C shares were distributed to
the general partners in respect of their interests in the Partnership.
Subsequent thereto, the Partnership was dissolved. The Company has elected to be
taxed as a REIT for Federal income tax purposes.
The Company is a finite life REIT, with a term until December 31, 2038 (the
same as the predecessor Partnership). However, pursuant to the Company's
by-laws, in 1999 the Company will be required to present the shareholders with a
proposal for the sale or financing of the properties and, in the case of a sale,
a liquidation of the Company, unless the properties have already been sold or
financed. See " Sale or Financing" below.
The Company's investment objectives are (as were the Partnership's) to
maximize cash flow from operations and to maximize capital appreciation.
The Company has acquired 18 properties, all of which are in operation. The
Company believes that its mini-warehouses have attractive operating
characteristics.
The Company's senior officers have been responsible for the acquisition of
more than 350 mini-warehouses, the development of more than 650 mini-warehouses
and the management of more than 1,000 mini-warehouses during their average 18
years of experience with the Public Storage organization.
In 1995, there were a series of mergers among Public Storage Management,
Inc. (which was the Company's mini-warehouse operator), Public Storage, Inc. and
their affiliates (collectively, "PSMI"), culminating in the November 16, 1995
merger (the "PSMI Merger") of PSMI into Storage Equities, Inc., a REIT listed on
the New York Stock Exchange. In the PSMI Merger, Storage Equities, Inc. was
renamed Public Storage, Inc. ("PSI") and PSI acquired substantially all of
PSMI's United States real estate operations and became the operator of the
Company's mini-warehouse properties. Hughes, the Company's Chief Executive
Officer, and members of his family (the "Hughes Family") are the major
shareholders of PSI. As a result of the PSMI Merger, PSI owns all of the shares
of the Company's common stock that was owned by PSMI or its affiliates.
Investments in Facilities
- -------------------------
At December 31, 1996, the Company owned 18 facilities located in 9 states:
California (4), Colorado (1), Illinois (3), Kentucky (1), Louisiana (1), New
York (2), Pennsylvania (1), Texas (3) and Washington (2). These facilities
consist of 17 mini-warehouses and one business park facility.
2
<PAGE>
The Company believes that its operating results have benefited from
favorable industry trends and conditions. Notably, the level of new
mini-warehouse construction has decreased while consumer demand has increased.
In addition, the Company's mini-warehouses are characterized by a low level of
capital expenditures to maintain their condition and appearance.
MINI-WAREHOUSES
Mini-warehouses, which comprise the majority of the Company's investments
(approximately 88% of the Company's revenues for the twelve months ended
December 31, 1996), are designed to offer accessible storage space for personal
and business use at a relatively low cost. A user rents a fully enclosed space
which is for the user's exclusive use and to which only the user has access on
an unrestricted basis during business hours. On-site operation is the
responsibility of resident managers who are supervised by area managers. Some
mini-warehouses also include rentable uncovered parking areas for vehicle
storage. Leases for mini-warehouse space may be on a long-term or short-term
basis, although typically spaces are rented on a month-to-month basis. Rental
rates vary according to the location of the property and the size of the storage
space.
Users of space in mini-warehouses include both individuals and large and
small businesses. Individuals usually employ this space for storage of, among
other things, furniture, household appliances, personal belongings, motor
vehicles, boats, campers, motorcycles and other household goods. Businesses
normally employ this space for storage of excess inventory, business records,
seasonal goods, equipment and fixtures.
Mini-warehouses in which the Company has invested generally consist of
three to seven buildings containing an aggregate of between 350 to 750 storage
spaces, most of which have between 25 and 400 square feet and an interior height
of approximately 8 to 12 feet.
The Company experiences minor seasonal fluctuations in the occupancy levels
of mini-warehouses with occupancies higher in the summer months than in the
winter months. The Company believes that these fluctuations result in part from
increased moving activity during the summer.
The Company's mini-warehouses are geographically diversified and are
generally located in heavily populated areas and close to concentrations of
apartment complexes, single family residences and commercial developments.
However, there may be circumstances in which it may be appropriate to own a
property in a less populated area, for example, in an area that is highly
visible from a major thoroughfare and close to, although not in, a heavily
populated area. Moreover, in certain population centers, land costs and zoning
restrictions may create a demand for space in nearby less populated areas.
As with most other types of real estate, the conversion of mini-warehouses
to alternative uses in connection with a sale or otherwise would generally
require substantial capital expenditures. However, the Company does not intend
to convert its mini-warehouses to other uses.
COMMERCIAL PROPERTY
The Company's non-mini-warehouse investment is a business park. The
business park includes both industrial and office space. Industrial space may be
used for, among other things, light manufacturing and assembly, storage and
warehousing, distribution and research and development activities. The Company
believes that most of the office space is occupied by tenants who are also
renting industrial space. The remaining office space is used for general office
purposes. A business park may also include facilities for commercial uses such
as banks, travel agencies, restaurants, office supply shops, professionals or
other tenants providing services to the public.
Operating Strategies
- --------------------
The Company's mini-warehouses are operated by PSI under the "Public
Storage" name, which the Company believes is the most recognized name in the
mini-warehouse industry. The major elements of the Company's operating
strategies are as follows:
* CAPITALIZE ON "PUBLIC STORAGE'S" NAME RECOGNITION. PSI, together with its
predecessor, has more than 20 years of operating experience in the
mini-warehouse business, and is the largest operator of mini-warehouses in
the United States. PSI believes that its marketing and advertising programs
3
<PAGE>
improve its competitive position in the market. PSI's in-house Yellow Pages
staff designs and places advertisements in approximately 700 directories.
Commencing in early 1996, PSI began to experiment with a telephone
reservation system designed to provide added customer service. Customers
calling either PSI's toll-free telephone referral system, (800) 44-STORE,
or a mini-warehouse facility are directed to PSI's reservation system where
a trained representative discusses with the customer space requirements,
price and location preferences and also informs the customer of other
products and services provided by PSI. As of December 31, 1996, the
telephone reservation system was supporting rental activity at all of the
Company's properties. PSI's toll-free telephone referral system services
approximately 120,000 calls per month from potential customers inquiring as
to the nearest Public Storage mini-warehouse.
* MAINTAIN HIGH OCCUPANCY LEVELS AND INCREASE REALIZED RENTS. Subject to
market conditions, the Company generally seeks to achieve average occupancy
levels in excess of 90% and to eliminate promotions prior to increasing
rental rates. Average occupancy for the Company's mini-warehouses has
increased from 87% in 1995 to 89% in 1996. Realized monthly rents per
occupied square foot increased from $.84 in 1995 to $.87 in 1996. The
Company has increased rental rates in many markets where it has achieved
high occupancy levels and eliminated or minimized promotions.
* SYSTEMS AND CONTROLS. PSI has an organizational structure and a property
operation system, "CHAMP" (Computerized Help and Management Program), which
links its corporate office with each mini-warehouse. This enables PSI to
obtain daily information from each mini-warehouse and to achieve
efficiencies in operations and maintain control over its space inventory,
rental rates, promotional discounts and delinquencies. Expense management
is achieved through centralized payroll and accounts payable systems and a
comprehensive property tax appeals department, and PSI has an extensive
internal audit program designed to ensure proper handling of cash
collections.
* PROFESSIONAL PROPERTY OPERATION. In addition to the approximately 150
support personnel at the Public Storage corporate offices, there are
approximately 2,700 on-site personnel who manage the day-to-day operations
of the mini-warehouses in the Public Storage system. These on-site
personnel are supervised by 110 district managers, 15 regional managers and
three divisional managers (with an average of 13 years' experience in the
mini-warehouse industry) who report to the president of the mini-warehouse
property operator (who has 12 years of experience with the Public Storage
organization). PSI carefully selects and extensively trains the operational
and support personnel and offers them a progressive career path. See
"Property Operators."
Property Operators
- ------------------
The Company's mini-warehouse properties are managed by PSI (as successor to
PSMI) pursuant to a Management Agreement. Through 1996, the Company's commercial
property was managed by Public Storage Commercial Properties Group, Inc.
("PSCPG") pursuant to a Management Agreement. PSI has a 95% economic interest in
PSCPG (represented by nonvoting preferred stock) and the Hughes Family had a 5%
economic interest in PSCPG (represented by voting common stock) until December
1996, when the Hughes Family sold its interest to Ronald L. Havner, Jr.,
formerly Senior Vice President and Chief Financial Officer of PSI, who became
the Chief Executive Officer of PSCPG. PSCPG issued additional voting common
stock to two other unaffiliated investors. In January 1997, American Office Park
Properties, L.P. ("AOPPLP") became the manager of the Company's commercial
property pursuant to the Management Agreement. AOPPLP is an operating
partnership formed to own and operate business parks in which PSI has an
approximate 85% economic interest. The general partner of AOPPLP is PSCPG, now
known as American Office Park Properties, Inc.
Under the supervision of the Company, PSI and AOPPLP coordinate the
operation of the facilities, establish rental policies and rates, direct
marketing activity, and direct the purchase of equipment and supplies,
maintenance activity, and the selection and engagement of all vendors, supplies
and independent contractors.
PSI and AOPPLP engage, at the expense of the Company, employees for the
operation of the Company's facilities, including resident managers, assistant
managers, relief managers, and billing and maintenance personnel. Some or all of
these employees may be employed on a part-time basis and may also be employed by
other persons, partnerships, REITs or other entities owning facilities operated
by PSI or AOPPLP.
In the purchasing of services such as advertising (including broadcast
media advertising) and insurance, PSI and AOPPLP attempt to achieve economies by
combining the resources of the various facilities that they operate. Facilities
4
<PAGE>
operated by PSI and AOPPLP have historically carried comprehensive insurance,
including fire, earthquake, liability and extended coverage.
PSI has developed systems for space inventory, accounting and handling
delinquent accounts, including a computerized network linking PSI operated
facilities. Each project manager is furnished with detailed operating procedures
and typically receives facilities management training from PSI. Form letters
covering a variety of circumstances are also supplied to the project managers. A
record of actions taken by the project managers when delinquencies occur is
maintained.
The Company's facilities are typically advertised via signage, yellow
pages, flyers and broadcast media advertising (television and radio) in
geographic areas in which many of the Company's facilities are located.
Broadcast media and other advertising costs are charged to the Company's
facilities located in geographic areas affected by the advertising. From time to
time, PSI or AOPPLP adopt promotional programs, such as temporary rent
reductions, in selected areas or for individual facilities.
For as long as the respective Management Agreement is in effect, PSI has
granted the Company a non-exclusive license to use two PSI service marks and
related designs (and AOPPLP has granted the Company a non-exclusive license to
use a PSI service mark and related designs), including the "Public Storage"
name, in conjunction with rental and operation of facilities managed pursuant to
the Management Agreement. Upon termination of the respective Management
Agreement, the Company would no longer have the right to use the service marks
and related designs except as described below. Management believes that the loss
of the right to use the service marks and related designs could have a material
adverse effect on the Company's business.
Each Management Agreement, as amended in February 1995, provides that (i)
the Management Agreement will expire in February 2002 provided that in February
of each year it shall be automatically extended for one year (thereby
maintaining a seven-year term) unless either party notifies the other that the
Management Agreement is not being extended, in which case it expires on the
first anniversary of its then scheduled expiration date. Each Management
Agreement may also be terminated by either party for cause, but if terminated
for cause by the Company, the Company retains the rights to use the service
marks and related designs until the then scheduled expiration date, if
applicable, or otherwise a date seven years after such termination.
Certain of the directors and officers of the Company are also directors and
officers of PSI.
Competition
- -----------
Competition in the market areas in which the Company operates is
significant and affects the occupancy levels, rental rates and operating
expenses of certain of the Company's facilities. Competition may be accelerated
by any increase in availability of funds for investment in real estate. Recent
increases in plans for development of mini-warehouses is expected to further
intensify competition among mini-warehouse operators in certain market areas. In
addition to competition from mini-warehouses operated by PSI, there are three
other national firms and numerous regional and local operators. The Company
believes that the significant operating and financial experience of its
executive officers and directors, PSI, AOPPLP and the "Public Storage" name,
should enable the Company to continue to compete effectively with other
entities.
Other Business Activities
- -------------------------
A corporation owned by the Hughes Family reinsures policies against losses
to goods stored by tenants in the Company's mini-warehouses. The Company
believes that the availability of insurance reduces the potential liability of
the Company to tenants for losses to their goods from theft or destruction. This
corporation receives the premiums and bears the risks associated with the
insurance.
A corporation, in which PSI has a 95% economic interest and the Hughes
Family has a 5% economic interest, sells locks, boxes and tape to tenants to be
used in securing their spaces and moving their goods. PSI believes that the
availability of locks, boxes and tape for sale promotes the rental of spaces.
5
<PAGE>
Sale or Financing
- -----------------
The by-laws 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.
Employees
- ---------
As of December 31, 1996, the Company had 63 employees, 22 persons who
render services on behalf of the Company on a full-time basis and 41 persons who
render services on a part-time basis (5 of whom were executive officers). These
persons include resident managers, assistant managers, relief managers, district
managers, and administrative and maintenance personnel.
Federal Income Tax
- ------------------
The Company intends to continue to operate in a manner so as to qualify as
a REIT under the Internal Revenue Code of 1986, as amended, but no assurance can
be given that the Company will be able to continue to qualify at all times. By
qualifying as a REIT, the Company can deduct dividend distributions to its
shareholders for Federal income tax purposes, thus effectively eliminating the
"double taxation" (at the corporate and shareholder levels) that typically
applies to corporate dividends. The Company believes it is in compliance with
these requirements and, accordingly, no provision for income taxes has been
made.
6
<PAGE>
ITEM 2. PROPERTIES.
----------
The following table sets forth information as of December 31, 1996 about
properties owned by the Company:
<TABLE>
<CAPTION>
Size Net Rentable Number of
Location of Parcel Area Spaces Completion Date
- -------------------------------- -------------- ------------------ --------- ----------------
CALIFORNIA
<S> <C> <C> <C> <C>
Los Angeles, La Cienega Blvd. 2.00 acres 108,000 sq. ft. 1,188 Jun. 1988
Los Angeles, Olympic Blvd. (a) 1.33 acres 95,000 sq. ft. 1,277 Jun. 1987
San Diego, Lusk Blvd. II (b) 7.85 acres 140,000 sq. ft. 108 Dec. 1988
San Francisco, Foster City Blvd. 1.15 acres 35,000 sq. ft. 404 Jun. 1987
COLORADO
Denver, Evans 2.46 acres 70,000 sq. ft. 596 Jul. 1988
ILLINOIS
Chicago, E. Hazelcrest 4.77 acres 86,000 sq. ft. 801 Jun. 1987
Chicago, Elston 1.22 acres 72,000 sq. ft. 849 Feb. 1988
Chicago, Old Higgins Rd. 2.87 acres 50,000 sq. ft. 456 Dec. 1987
KENTUCKY
Jefferson County, Bardstown Rd. 3.64 acres 59,000 sq. ft. 506 Mar. 1987
LOUISIANA
Metairie, Clearview 1.01 acres 53,000 sq. ft. 575 Jun. 1987
NEW YORK
Westchester County, Pelham Bay 1.09 acres 52,000 sq. ft. 669 Aug. 1987
New York City, North Ave. 4.98 acres 69,000 sq. ft. 795 Aug. 1991
PENNSYLVANIA
Philadelphia, Ridge Ave. 2.29 acres 61,000 sq. ft. 689 Oct. 1988
TEXAS
Dallas, Irving Country Club Dr. 2.12 acres 40,000 sq. ft. 393 Oct. 1987
Dallas, Plano Alma Road 3.70 acres 78,000 sq. ft. 794 Mar. 1988
Dallas, Vilbig Rd. 2.05 acres 54,000 sq. ft. 526 Jul. 1987
WASHINGTON
Edmonds, Highway 99 2.52 acres 59,000 sq. ft. 680 Apr. 1987
Lynnwood, Alderwood Mall 2.89 acres 59,000 sq. ft. 611 Dec. 1988
</TABLE>
- -------------------------------------
(a) This property is jointly owned with an affiliate. The Company has a 75%
interest in the property.
(b) This property has been developed as a business park.
Substantially all of the Company's facilities were acquired prior to the
time that it was customary to conduct environmental investigations in connection
with property acquisitions. During the fourth quarter of 1995, the Company
completed environmental assessments of its properties to evaluate the
environmental condition of, and potential environmental liabilities of such
properties. These assessments were performed by an independent environmental
consulting firm. Based on the assessments, the Company expensed $123,000 in 1995
for known environmental remediation requirements.
7
<PAGE>
The Company's properties are operated to maximize cash flow through the
regular review of and, when warranted by market conditions, adjustments to
scheduled rents. Approximately 88% of the Company's portfolio (based on revenues
for 1996) are mini-warehouses and the balance consists of a commercial property.
As reflected in the table below, the Company has experienced overall improved
property operations:
<TABLE>
<CAPTION>
For the year ended December 31,
---------------------------------------
1996 1995 1994
---------- ----------- ---------
<S> <C> <C> <C>
Weighted average occupancy level (1) 89% 87% 84%
Realized monthly rent per occupied square foot (1) (2) $.87 $.84 $.83
Operating margin (3):
Before reduction for depreciation expense 62% 64% 62%
After reduction for depreciation expense: 47% 48% 46%
</TABLE>
- ------------
(1) Mini-warehouse facilities only.
(2) Realized rent per square foot represents the actual revenue earned per
occupied square foot. Management believes this is a more relevant measure
than the posted rental rates, since posted rates can be discounted through
the use of promotions. Includes administrative and late fees.
(3) Operating margin (before reduction for depreciation expense) is computed by
dividing rental income less cost of operations by rental income. Operating
margin (after reduction for depreciation expense) is computed by dividing
rental income less cost of operations by rental income.
Additional information is set forth below with respect to the Los Angeles,
Olympic Blvd., Los Angeles, La Cienega Blvd. and San Diego, Lusk Blvd.
properties, because they are the only properties with a book value of at least
10% of the total assets of the Company or that have accounted for gross revenues
of at least 10% of the aggregate gross revenues of the Company.
LOS ANGELES, OLYMPIC BLVD. This property is located approximately 12 miles
west of the Los Angeles Civic Center on the border of the West Los Angeles
office district. This area, which is known as the Olympic Corridor office
district, contains many major office buildings. Commercial and industrial
developments, small shopping centers and a single-family residential district
are also in the neighborhood.
The 1.33 -acre property, which opened in 1987, consists of a four-story
structure containing approximately 95,000 square feet of net rentable space
divided into 1,277 individual storage units. As of December 31, 1996, 1,196
units were occupied, representing a 94% occupancy rate. No tenant occupies 10%
or more of the rentable area.
Set forth below is a schedule showing the occupancy rate and the rent per
square foot for the property at the dates indicated:
Annual Scheduled
Rent Per
Date Occupancy Rate Square Foot
- ----------------------- -------------- ---------------
December 31, 1996 94% $22.80
December 31, 1995 93 20.04
December 31, 1994 92 19.32
LOS ANGELES, LA CIENEGA BLVD. This property is located less than one mile
east of the Los Angeles International Airport, near the intersection of La
Cienega and Century Boulevards. The property is visible both from La Cienega
Blvd. and southbound traffic on the San Diego Freeway (Interstate 405).
Interstate 405 is one of the major freeways in Los Angeles County. Several
hotels and office buildings are situated on Century and La Cienega Boulevards.
Numerous office/distribution and warehouse facilities are concentrated south and
west of the property; many of these are airport-related.
8
<PAGE>
The 2.0-acre property, which opened in 1988, consists of two mini-warehouse
buildings. There are approximately 108,000 square feet of net rentable area
divided into 1,188 individual storage units. As of December 31, 1996, 749 units
were occupied, representing a 63% occupancy rate. No tenant occupies 10% or more
of the rentable area.
Set forth below is a schedule showing the occupancy rate and the rent per
square foot for the property at the dates indicated:
Annual Scheduled
Rent Per
Date Occupancy Rate Square Foot
- ----------------------- -------------- ---------------
December 31, 1996 63% $12.24
December 31, 1995 52 8.64
December 31, 1994 47 8.88
SAN DIEGO, LUSK BLVD. This business park is located in the fifth phase of
the Lusk/Mira Mesa Business Park, approximately 15 miles north of downtown San
Diego. The immediate vicinity consists primarily of business parks designed to
provide office and research and development space. The University of California,
San Diego, is one mile to the south. The area's residential base includes Mira
Mesa to the east and Penasquitos to the northeast, both of which are
predominantly middle-income communities. Upper middle-income housing is found in
the surrounding cities of Del Mar, Rancho Santa Fe and La Jolla.
The 7.85-acre property contains approximately 140,000 square feet of net
rentable space divided into 108 units. The property, which opened in 1988, was
92% occupied at December 31, 1996 by 100 tenants. No tenant occupies 10% or more
of the rentable area.
Set forth below is a schedule showing the occupancy rate and the rent per
square foot for the property at the dates indicated:
Annual Scheduled
Rent Per
Date Occupancy Rate Square Foot
- ----------------------- -------------- ---------------
December 31, 1996 92% $10.08
December 31, 1995 87 9.60
December 31, 1994 93 8.52
A schedule showing total annual base rent and percentage of total income
relating to leases according to their expiration dates is set forth below:
Year of Total Amt. Percentage of
Expiration* Base Rent Total Income
----------- ------------ ------------
1997 $1,005,000 48.69%
1998 528,000 25.58
1999 331,000 16.03
2000 121,000 5.86
2001 47,000 2.28
Thereafter 32,000 1.56
---- ---------- -----------
Total $2,064,000 100.00%
========== ===========
--------------
* Assumes that none of the renewal options included in the leases
will be exercised
9
<PAGE>
ITEM 3. LITIGATION.
----------
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
---------------------------------------------------
The Company held an annual meeting of shareholders on December 17, 1996.
Proxies for the annual meeting were solicited pursuant to Regulation 14 under
the Securities Exchange Act of 1934. The annual meeting involved the election of
directors, and the vote was as follows (the common Stock Series A, Series B and
Series C vote together as a single class):
<TABLE>
<CAPTION>
Number of Shares of Number of Shares of
Common Stock Series A Common Stock Series B
------------------------------ ------------------------------
Name Voted For Withheld Voted For Withheld
- ----------------- ------------ ---------- ----------- ----------
<S> <C> <C> <C>
B. Wayne Hughes 1,666,632 45,830 324,989 -
------------ ---------- ----------- ----------
Vern O. Curtis 1,666,632 45,830 324,989 -
------------ ---------- ----------- ----------
Jack D. Steele 1,666,132 46,330 324,989 -
------------ ---------- ----------- ----------
Number of Shares of
Common Stock Series C Total Common Stock
------------------------------ ------------------------------
Name Voted For Withheld Voted For Withheld
- ----------------- ------------ ---------- ----------- ----------
B. Wayne Hughes 920,802 - 2,912,423 45,830
------------ ---------- ----------- ----------
Vern O. Curtis 920,802 - 2,912,423 45,830
------------ ---------- ----------- ----------
Jack D. Steele 920,802 - 2,911,923 46,330
------------ ---------- ----------- ----------
</TABLE>
PART II.
ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.
---------------------------------------------------------------------
The Company's Series A shares are registered under Section 12(b) of the
Securities Exchange Act of 1934 on the American Stock Exchange ("AMEX"), and
commenced trading on September 3, 1991 under the symbol PSW. The Series B and
Series C shares were not registered under Section 12 of the Securities Exchange
Act of 1934 and no public trading market exists for the Series B and Series C
shares.
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.
In general, the Series A shares, Series B shares and Series C shares have
equal voting rights. The Company's bylaws provide that during the period prior
to the conversion of the Series B and Series C shares into Series A shares, in
all shareholder matters voted on by the Partnership's general partners (the
"General Partners") or their successors in interest as holders of Series B and
Series C shares, other than the election and removal of directors and other
proposals relating to the control of the Company and its business, the General
Partners and any successors in interest have agreed to vote their Series B and
Series C shares with the holders of a majority of the outstanding unaffiliated
Series A shares entitled to vote.
10
<PAGE>
Market Prices and Dividends
- ---------------------------
The following table sets forth the high and low sales prices on the AMEX
composite tape per Series A share and dividends per Series A share and Series B
share for fiscal 1995 and 1996:
<TABLE>
<CAPTION>
Cash
Sales Price Dividends
Year Quarter Ended High Low Declared*
- -------------- -------------------------- ---------- -------- ----------------
<C> <C> <C> <C> <C>
1995 March 31 $16-7/8 $14 $0.28
June 30 17 14-1/4 0.30
September 30 17-5/8 15-5/8 0.30
December 31 17-7/8 15-3/4 0.54 (1)
1996 March 31 $18 $16-3/8 $0.30
June 30 17-5/8 16-5/8 0.30
September 30 19-3/8 17 0.30
December 31 20 18-7/8 0.55 (2)
</TABLE>
* No dividends were declared on Convertible Series C shares
(1) Includes special dividend of $0.24
(2) Includes special dividend of $0.25
As of December 31, 1996, there were approximately 2,078 holders of record
of the Company's Series A shares.
Holders of Series A shares are entitled to receive distributions when, as
and if declared by the Board of Directors out of any funds legally available for
that purpose. The Company, as a REIT, is required to distribute, prior to filing
its tax return, at least 95% of its "real estate investment trust taxable
income," which, as defined by the relevant tax statutes and regulations, is
generally equivalent to net taxable ordinary income. Under certain
circumstances, the Company can rectify a failure to meet this distribution
requirement by paying dividends after the close of a particular taxable year.
The Company's credit facility restricts its ability to pay dividends in
excess of "Cash Flow", as defined, each quarter. Cash Flow is defined in the
credit agreement as the Company's net income plus depreciation and amortization.
A principal policy of the Company is to make quarterly cash distributions.
The Company intends to make quarterly cash distributions out of funds legally
available, as determined by the Company's Board of Directors.
For Federal income tax purposes, distributions to shareholders are treated
as ordinary income, capital gains, return of capital or a combination thereof,
and for the past three years all distributions have been classified as ordinary
income.
Under generally accepted accounting principles, the amount of distributions
declared to shareholders (was less than) exceeded income by ($11,000), $361,000
and ($478,000) during 1996, 1995 and 1994, respectively.
Series A shares are entitled to participate equally in distributions when
declared by the Board of Directors and in the Company's net assets upon
dissolution and liquidation after repayment of the Company's liabilities. The
Series B shares (prior to conversion into Series A shares) are not entitled to
participate in distributions attributable to sales or financings of the
properties or the liquidation of the Company, but will participate in other
distributions on the same basis as the Series A shares. The Series C shares
(prior to conversion into Series A shares) are not entitled to participate in
any distributions, including liquidating distributions.
11
<PAGE>
Repurchase of Company's common stock
- ------------------------------------
If considered to be an attractive investment opportunity or in other
appropriate circumstances, the Company may repurchase its Series A shares out of
legally available funds, if approved by the Board of Directors.
As of February 27, 1997, the Board of Directors has authorized the Company
to repurchase up to 1,100,000 Series A shares. From September 3, 1991 through
February 28, 1997, the Company has repurchased 961,474 Series A shares. The
Company repurchased 3,600 Series A shares during 1996 and no additional Series A
shares between January 1, 1997 and February 28, 1997.
12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA.
-----------------------
The following selected historical financial information has been derived
from the audited financial statements of the Company.
<TABLE>
<CAPTION>
Years Ended December 31,
---------------------------------------------------------------------------
1996 1995 1994 1993 1992
------- ------- ------ ------ ------
(In thousands, except per share data)
Operating data:
- ---------------
REVENUES:
<S> <C> <C> <C> <C> <C>
Rental income $11,153 $10,473 $9,910 $9,142 $7,971
Interest and other income 10 17 31 47 148
------- ------- ------ ------ ------
11,163 10,490 9,941 9,189 8,119
------- ------- ------ ------ ------
EXPENSES:
Cost of operations 3,623 3,170 3,161 3,293 3,053
Management fees paid to affiliates 598 617 584 536 469
Depreciation 1,687 1,701 1,639 1,976 2,109
General and administrative 276 303 321 347 397
Environmental cost - 123 - - -
Interest expense 472 410 31 - -
Reorganization cost (1) - - - - (400)
------- ------- ------ ------ ------
6,656 6,324 5,736 6,152 5,628
------- ------- ------ ------ ------
Net Income $4,507 $4,166 $4,205 $3,037 $2,491
------- ------- ------ ------ ------
Net income per Series A share:
Primary $1.45 $1.28 $1.16 $0.76 $0.61
Fully diluted $1.12 $1.01 $0.92 $0.62 $0.51
Dividends declared per share:
Series A $1.45 $1.42 $1.03 $0.82 $0.73
Series B $1.45 $1.42 $1.03 $0.82 $0.73
Weighted average Common
shares outstanding:
Primary- Series A 2,776 2,897 3,341 3,622 3,684
Fully diluted- Series A 4,022 4,142 4,587 4,868 4,930
Other data:
- -----------
Net cash provided by
operating activities $6,418 $5,818 $5,766 $4,656 $4,457
Net cash used in investing activities (470) (361) (171) (3,085) (436)
Net cash used in financing activities (6,278) (5,274) (7,664) (5,009) (3,385)
Funds from operations (2) 6,194 5,990 5,844 5,013 4,200
Capital expenditures
to maintain facilities (470) (361) (171) (260) (236)
Balance sheet data:
- -------------------
Total assets $54,176 $55,997 $56,817 $60,383 $62,669
Total debt 4,150 5,900 3,300 - -
Shareholders' equity 47,094 47,144 51,590 58,441 60,503
</TABLE>
13
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
----------------------------------
(1) Reorganization costs which primarily consisted of legal, accounting,
transfer taxes, registration and solicitation fees, represent costs
incurred to reorganize the Partnership into the Company. In 1992, the
Company adjusted its remaining liability related to the Reorganization,
resulting in a credit of $400,000 to Reorganization Cost. The adjustment
was primarily a result of a reduction in transfer taxes paid compared to
the estimated amounts provided.
(2) Funds from operations (FFO) is defined by the Company, consistent with the
definition of FFO by the National Association of Real Estate Investment
Trusts (NAREIT), as net income (loss) (computed in accordance with
generally accepted accounting principles) before depreciation and
extraordinary or non-recurring items. FFO is presented because the Company,
as well as many industry analysts, consider FFO to be one measure of the
performance of the Company, ie, one that generally reflects changes in the
Company's net operating income. FFO does not take into consideration
scheduled principal payments on debt and capital improvements. Accordingly,
FFO is not necessarily a substitute for the Company's cash flow or net
income as a measure of the Company's liquidity or operating performance or
ability to pay distributions. Furthermore, the NAREIT definition of FFO
does not address the treatment of certain items and all REITs do not treat
items the same way in computing FFO. Accordingly, comparisons of levels of
FFO among REITs may not necessarily be meaningful.
14
<PAGE>
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
---------------------------------------------------------------
RESULTS OF OPERATIONS.
- ----------------------
YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995. Net
income in 1996 was $4,507,000 compared to $4,166,000 in 1995, representing an
increase of $341,000 or 8%. Net income per fully diluted Series A share was
$1.12 in 1996 compared to $1.01 in 1995, representing an increase of $.11 or 11%
per share. These increases are primarily due to an increase in property net
operating income partially offset by an increase in interest expense and
combined with the favorable impact of comparing to expenses for 1995 which
included a non-recurring charge for environmental assessments and provision for
future remediation costs.
During 1996, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense)
increased $260,000 from $4,985,000 in 1995 to $5,245,000 in 1996. This increase
is primarily attributable to an increase in rental income at the Company's
facilities offset by an increase in cost of operations.
Rental income for the mini-warehouse operations increased $560,000 or 6%
from $9,272,000 in 1995 to $9,832,000 in 1996. Cost of operations (including
management fees paid to an affiliate of the Company) increased $409,000 or 13%
from $3,136,000 in 1995 to $3,545,000 in 1996. The results of these changes was
a net increase in property net operating income before depreciation expense of
$151,000 or 2% from $6,136,000 in 1995 to $6,287,000 in 1996. The increase in
rental income is mainly attributable to increases in occupancy levels and rental
rates at a majority of the Company's properties. The increase in cost of
operations is primarily due to increases in repairs and maintenance, advertising
and property tax expense. Repairs and maintenance increased primarily due to an
increase in snow removal and landscaping costs. The increase in snow removal
costs is due to the higher than normal snow levels experienced at the Company's
mini-warehouse properties located in the eastern states. Property taxes
increased due primarily to one-time property tax refunds received in 1995 from
appealing prior year tax assessments at the Company's Pelham Manor, New York and
Inglewood, California properties.
Property net operating income before depreciation expense with respect to
the Company's San Diego, California business park facility increased by $95,000
or 17% from $551,000 in 1995 to $646,000 in 1996. This increase is primarily due
to an increase in rental income offset by an increase in cost of operations.
Rental income increased as a result of increases in occupancy levels and rental
rates. Cost of operations increased primarily due to increases in utilities and
property taxes offset by decreases in payroll and repairs and maintenance costs.
Utilities increased as a result of increased occupancy. Property taxes increased
primarily due to a one-time property tax refund received at the Company's
facility in 1995.
Weighted average occupancy levels were 89% for the mini-warehouse
facilities and 92% for the business park facility in 1996 compared to 87% for
the mini-warehouse facilities and the business park facility in 1995.
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. In 1996, the
Company expensed the prepaid management fees. The amount is included in
management fees paid to affiliates in the statements of income. As a result of
the prepayment, the Company saved approximately $58,000 in management fees,
based on the management fees that would have been payable on rental income
generated in 1996 compared to the amount prepaid.
Interest expense on the Company's credit facility increased $62,000 from
$410,000 in 1995 to $472,000 in 1996. This increase is due to a higher
outstanding loan balance in 1996 over 1995.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994. Net
income in 1995 was $4,166,000 compared to $4,205,000 in 1994, representing a
decrease of $39,000 or 1%. This decrease is primarily due to an increase in
interest expense on the Company's credit facility in 1995 compared to 1994 and
environmental costs incurred on the Company's properties in the fourth quarter
of 1995 (see discussion below). However, net income per fully diluted Series A
share was $1.01 in 1995 compared to $.92 in 1994, representing an increase of
$.09 or 10% per share. The increase in net income per share in 1995 benefited by
the reduction in the number of Series A shares outstanding due to the Company's
repurchase of Series A shares.
15
<PAGE>
During 1995, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense)
increased $459,000 from $4,526,000 in 1994 to $4,985,000 in 1995. This increase
is attributable to an increase in rental income at the Company's mini-warehouse
and business park operations.
Rental income for the mini-warehouse operations increased $529,000 or 6%
from $8,743,000 in 1994 to $9,272,000 in 1995. Cost of operations (including
management fees paid to an affiliate of the Company) decreased $28,000 or 1%
from $3,164,000 in 1994 to $3,136,000 in 1995. The results of these changes were
a net increase in property net operating income before depreciation expense of
$557,000 or 10% from $5,579,000 in 1994 to $6,136,000 in 1995. The increase in
rental income is mainly attributable to an increase in occupancy levels and
rental rates at a majority of the Company's properties. The decrease in cost of
operations is primarily due to a decrease in property tax expense offset by an
increase in payroll costs. The decrease in property taxes is mainly attributable
to a one-time tax refund received from appealing prior year assessments on the
Company's Pelham Manor, New York property.
Property net operating income before depreciation expense with respect to
the Company's business park facility decreased by $36,000 or 6% from $587,000 in
1994 to $551,000 in 1995. This decrease is primarily due to an increase in cost
of operations offset by an increase in rental income as a result of an increase
in rental rates. The increase in cost of operations is due to an increase in
payroll costs and repairs and maintenance offset by a decrease in property tax
expense. The increase in repairs and maintenance is mainly in janitorial costs.
Substantially all of the Company's facilities were acquired prior to the
time that it was customary to conduct environmental investigations in connection
with property acquisitions. During the fourth quarter of 1995, the Company
completed environmental assessments of its properties to evaluate the
environmental condition of, and potential environmental liabilities of such
properties. These assessments were performed by an independent environmental
consulting firm. Based on the assessments, the Company expensed $123,000 in 1995
for known environmental remediation requirements. Although there can be no
assurance, the Company is not aware of any environmental contamination of any of
its property sites which individually or in the aggregate would be material to
the Company's overall business, financial condition, or results of operations.
Weighted average occupancy levels were 87% for the mini-warehouse
facilities and the business park facility in 1995 compared to 84% for the
mini-warehouse facilities and 88% for the business park facility in 1994.
Interest expense on the Company's credit facility increased $379,000 from
$31,000 in 1994 to $410,000 in 1995. This increase is due to a higher
outstanding loan balance in 1995 compared to 1994.
Mini-warehouse Operating Trends.
- --------------------------------
The following table illustrates the operating trends for the Company's 17
mini-warehouses:
<TABLE>
<CAPTION>
Years ended December 31,
-----------------------------------
1996 1995 1994
-------- -------- --------
<S> <C> <C> <C>
Weighted average occupancy level 89% 87% 84%
Realized monthly rent per occupied square foot (1) $.87 $.84 $.83
Operating margin: (2)
Before reduction for depreciation expense 64% 66% 64%
After reduction for depreciation expense 50% 52% 49%
</TABLE>
- -------------
(1) Realized rent per square foot represents the actual revenue earned per
occupied square foot. Management believes this is a more relevant measure
than the posted rental rates, since posted rates can be discounted through
the use of promotions. Includes administrative and late fees.
(2) Operating margin (before reduction for depreciation expense) is computed
by dividing rental income less cost of operations by rental income.
Operating margin (after reduction for depreciation expense) is computed by
dividing rental income less cost of operations and depreciation by rental
income.
16
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES.
- --------------------------------
CAPITAL STRUCTURE. The Company's financial profile has been characterized
by a low level of debt to total capitalization, increasing cash provided by
operating activities and increasing funds from operations ("FFO").
NET CASH PROVIDED BY OPERATING ACTIVITIES AND FUNDS FROM OPERATIONS. The
Company believes that important measures of its performance as well as liquidity
are net cash provided by operating activities and FFO.
Net cash provided by operating activities (net income plus depreciation)
reflects the cash generated from the Company's business before distributions to
shareholders, capital expenditures and principal payments on debt. Net cash
provided by operating activities has increased over the past years from
$5,766,000 in 1994 to $6,418,000 in 1996.
FFO is defined by the Company, consistent with the definition of FFO by the
National Association of Real Estate Investment Trusts (NAREIT), as net income
(loss) (computed in accordance with generally accepted accounting principles)
before depreciation and extraordinary or non-recurring items. FFO for the years
ended December 31, 1996 and 1995 was $6,194,000 and $5,990,000, respectively.
FFO is presented because the Company, as well as many industry analysts,
consider FFO to be one measure of the performance of the Company, i.e., one that
generally reflects changes in the Company's net operating income. FFO does not
take into consideration scheduled principal payments on debt and capital
improvements. Accordingly, FFO is not necessarily a substitute for the Company's
cash flow or net income, as a measure of the Company's liquidity or operating
performance or ability to pay distributions. Furthermore, the NAREIT definition
of FFO does not address the treatment of certain items and all REITs do not
treat items the same way in computing FFO. Accordingly, comparisons of levels of
FFO among REITs may not necessarily be meaningful.
In 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 maximum borrowings up to $7,000,000, change the credit
facility from a non-revolving to a revolving credit facility and extend the
maturity date to September 30, 2001. In October 1996, the Company renegotiated
its credit facility further to reduce the maximum borrowings to $6,500,000,
extend the conversion date to a term loan to October 1, 1997 and extend the
maturity date to September 30, 2002. 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 December 31, 1996) or the bank's LIBOR rate plus 2.25%
(7.87% at December 31, 1996). The average interest rate on the Company's credit
facility during 1996 was approximately 8.15%. Interest is payable monthly.
Principal will be payable quarterly beginning on October 1, 1997. On September
30, 2002, the remaining unpaid principal and interest is due and payable. At
December 31, 1996, the outstanding balance on the credit facility was
$4,150,000. In January 1997, the Company borrowed an additional $1,350,000 on
its line of credit facility.
The following table summarizes the Company's ability to make capital
improvements to maintain its facilities through the use of cash provided by
operating activities. The remaining cash flow is available to the Company to pay
distributions to shareholders and repurchase its stock.
<TABLE>
<CAPTION>
Years ended December 31,
---------------------------------------------
1996 1995 1994
---------- ---------- ----------
<S> <C> <C> <C>
Net income $4,507,000 $4,166,000 $4,205,000
Depreciation 1,687,000 1,701,000 1,639,000
Environmental cost - 123,000 -
---------- ---------- ----------
Funds from operations
(Net cash provided by operating activities
before changes in working capital components) 6,194,000 5,990,000 5,844,000
Capital improvements to maintain facilities (470,000) (361,000) (171,000)
---------- ---------- ----------
Funds available for distributions to
shareholders and repurchase of stock 5,724,000 5,629,000 5,673,000
Cash distributions to shareholders (4,467,000) (3,789,000) (3,635,000)
---------- ---------- ----------
Excess funds available for principal payments,
cash distributions to shareholders
and repurchase of stock $1,257,000 $1,840,000 $2,038,000
========== ========== ==========
</TABLE>
17
<PAGE>
The Company believes that its rental revenues and interest and other income
will be sufficient over at least the next twelve months to meet the Company's
operating expenses, capital improvements, debt service requirements and
distributions to shareholders. For 1997, the Company anticipates expending
approximately $484,000 for capital improvements. During 1995, the Company's
property operator commenced a program to enhance the visual appearance of the
mini-warehouse facilities operated by it. Such enhancements include new signs,
exterior color schemes, and improvements to the rental offices. The vast
majority of the costs associated with these enhancements were incurred in 1995
and 1996.
The Company believes its geographically diverse portfolio has resulted in a
relatively stable and predictable investment portfolio.
On November 12, 1996, the Company's Board of Directors declared a regular
quarterly distribution per share of $0.30. In addition, consistent with the
Company's REIT distribution requirements, the Company's Board of Directors
declared a special distribution of $0.25 per share. The distributions are
payable on January 15, 1997 to shareholders of record on December 31, 1996.
In August 1995, the Management Agreement for the mini-warehouse facilities
was amended to provide that upon demand from PSI made prior to December 15,
1995, the Company agreed to prepay (within 15 days after such demand) up to 12
months of management fees (based on the management fees for the comparable
period during the calendar year immediately preceding such prepayment)
discounted at the rate of 14% per year to compensate for early payment. In
November 1995, the Company prepaid, to PSI, 8 months of 1996 management fees at
a cost of $329,000. The amount has been expensed as management fees paid to
affiliate during 1996.
DISTRIBUTIONS
- -------------
The Company has established a conservative distribution policy. The
aggregate amount of dividends paid or accrued to the shareholders in each year
since inception of the Company were as follows:
Series A Series B Total
----------- ---------- -----------
1986 $86,000 $7,000 $93,000
1987 652,000 56,000 708,000
1988 749,000 64,000 813,000
1989 1,028,000 91,000 1,119,000
1990 1,870,000 162,000 2,032,000
1991 2,602,000 228,000 2,830,000
1992 2,686,000 237,000 2,923,000
1993 2,964,000 267,000 3,231,000
1994 3,392,000 335,000 3,727,000
1995 4,065,000 462,000 4,527,000
1996 4,023,000 473,000 4,496,000
----------- ---------- -----------
Total $24,117,000 $2,382,000 $26,499,000
=========== ========== ===========
The Convertible Series B shares and Convertible 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 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. Through December 31, 1996, the Company has made and declared
cumulative cash distributions of approximately $24,117,000 with respect to the
Series A shares. Accordingly, assuming no repurchases or redemptions of Series A
shares after December 31, 1996, Conversion will occur when $31,401,000 in
additional distributions with respect to the Series A shares have been made.
18
<PAGE>
REIT DISTRIBUTION REQUIREMENT
- -----------------------------
The Company has elected and intends to continue to qualify as 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. As a REIT,
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 the Company's tax return.
Under certain circumstances, the Company can rectify a failure to meet the 95%
distribution test by making distributions after the close of a particular
taxable year and attributing those distributions to the prior year's taxable
income. The Company has satisfied the REIT distribution requirement for 1994,
1995 and 1996 by attributing distributions in 1995, 1996 and 1997 to the prior
year's taxable income. The extent to which the Company will be required to
attribute distributions to the prior year will depend on the Company's operating
results (taxable income) and the level of distributions as determined by the
Board of Directors. The primary difference between book income and taxable
income is depreciation expense. In 1996, the Company's Federal tax depreciation
was $1,199,000.
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 December 31, 1996, the
Company had purchased and retired 961,474 shares of Series A common stock.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
----------------------------------------------
Company's financial statements are included elsewhere herein. Reference is
made to the Index to Financial Statements and Financial Statement Schedule in
Item 14(a).
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
---------------------------------------------------------------
None.
PART III.
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY.
------------------------------------------------
Incorporated by reference herein is information required by this item,
which is to be included in an amendment on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.
ITEM 11. EXECUTIVE COMPENSATION.
----------------------
Incorporated by reference herein is information required by this item,
which is to be included in an amendment on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
--------------------------------------------------------------
Incorporated by reference herein is information required by this item,
which is to be included in an amendment on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
----------------------------------------------
Incorporated by reference herein is information required by this item,
which is to be included in an amendment on Form 10-K/A to this Form 10-K filed
within 120 days of the end of the Registrant's 1996 fiscal year.
PART IV.
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
----------------------------------------------------------------
(a) List of Documents filed as part of the Report.
1. Financial Statements: See Index to Financial Statements and
Financial Statement Schedule.
2. Financial Statement Schedules: See Index to Financial Statements
and Financial Statement Schedule.
3. Exhibits: See Exhibit Index contained herein.
(b) Reports on Form 8-K filed during the last quarter of the period ended
December 31, 1996:
None.
(c) Exhibits:
See Exhibit Index contained herein.
19
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereto duly authorized.
PUBLIC STORAGE PROPERTIES XVIII, INC.
Dated: March 27, 1997 By:/s/ Harvey Lenkin
------------------------
Harvey Lenkin, President
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
- ------------------------- --------------------------------------- -------------------
<S> <C> <C>
/s/ B. Wayne Hughes Chairman of the Board, Chief Executive March 27, 1997
- ------------------------- Officer and Director
B. Wayne Hughes (Principal Executive Officer)
/s/ Vern O. Curtis Director March 27, 1997
- -------------------------
Vern O. Curtis
/s/ Jack D. Steele Director March 27, 1997
- -------------------------
Jack D. Steele
/s/ David P. Singelyn Vice President and Chief Financial Officer March 27, 1997
- --------------------- (Principal Financial Officer and
David P. Singelyn Principal Accounting Officer)
</TABLE>
<PAGE>
PUBLIC STORAGE PROPERTIES XVIII, INC.
INDEX TO
FINANCIAL STATEMENTS
AND
FINANCIAL STATEMENT SCHEDULE
(Item 14 (a))
<TABLE>
<CAPTION>
Page
References
----------
<S> <C>
Report of Independent Auditors F-1
Financial Statements and Schedule:
Balance Sheets as of December 31, 1996 and 1995 F-2
For each of the three years in the period ended December 31, 1996:
Statements of Income F-3
Statements of Shareholders' Equity F-4
Statements of Cash Flows F-5
Notes to Financial Statements F-6 - F-10
Schedule for the years ended December 31, 1996, 1995 and 1994:
III Real Estate and Accumulated Depreciation F-11 - F-12
</TABLE>
All other schedules have been omitted since the required information is not
present or not present in amounts sufficient to require submission of the
schedule, or because the information required is included in the financial
statements or the notes thereto.
<PAGE>
Report of Independent Auditors
The Board of Directors and Shareholders
Public Storage Properties XVIII, Inc.
We have audited the accompanying balance sheets of Public Storage Properties
XVIII, Inc. as of December 31, 1996 and 1995, and the related statements of
income, shareholders' equity and cash flows for each of the three years in the
period ended December 31, 1996. Our audits also included the schedule listed in
the index at item 14(a). These financial statements and schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements and schedule based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Public Storage Properties
XVIII, Inc. at December 31, 1996 and 1995, and the results of its operations and
its cash flows for each of the three years in the period ended December 31,
1996, in conformity with generally accepted accounting principles. Also, in our
opinion, the related financial statement schedule, when considered in relation
to the basic financial statements taken as a whole, presents fairly in all
material respects the information set forth therein.
ERNST & YOUNG LLP
February 18, 1997
Los Angeles, California
F-1
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
BALANCE SHEETS
December 31, 1996 and 1995
1996 1995
----------- -----------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $154,000 $484,000
Rent and other receivables 67,000 56,000
Prepaid expenses 148,000 433,000
Real estate facilities at cost:
Building, land improvements and equipment 42,694,000 42,410,000
Land 25,073,000 25,073,000
----------- -----------
67,767,000 67,483,000
Less accumulated depreciation (13,960,000) (12,459,000)
----------- -----------
53,807,000 55,024,000
----------- -----------
Total assets $54,176,000 $55,997,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $884,000 $926,000
Dividends payable 1,706,000 1,677,000
Advance payments from renters 342,000 350,000
Note payable 4,150,000 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 net income 22,531,000 18,024,000
Cumulative distributions (26,499,000) (22,003,000)
----------- -----------
Total shareholders' equity 47,094,000 47,144,000
----------- -----------
Total liabilities and shareholders' equity $54,176,000 $55,997,000
=========== ===========
</TABLE>
See accompanying notes.
F-2
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
STATEMENTS OF INCOME
For each of the three years in the
period ended December 31, 1996
1996 1995 1994
----------- ----------- ----------
REVENUES:
<S> <C> <C> <C>
Rental income $11,153,000 $10,473,000 $9,910,000
Interest income 10,000 17,000 31,000
----------- ----------- ----------
11,163,000 10,490,000 9,941,000
----------- ----------- ----------
COSTS AND EXPENSES:
Cost of operations 3,623,000 3,170,000 3,161,000
Management fees paid to affiliates 598,000 617,000 584,000
Depreciation 1,687,000 1,701,000 1,639,000
Administrative 276,000 303,000 321,000
Environmental cost - 123,000 -
Interest expense 472,000 410,000 31,000
----------- ----------- ----------
6,656,000 6,324,000 5,736,000
----------- ----------- ----------
NET INCOME $4,507,000 $4,166,000 $4,205,000
=========== =========== ==========
Primary earnings per share-Series A $1.45 $1.28 $1.16
=========== =========== ==========
Fully diluted earnings per share-Series A $1.12 $1.01 $0.92
=========== =========== ==========
Dividends declared per share:
Series A $1.45 $1.42 $1.03
=========== =========== ==========
Series B $1.45 $1.42 $1.03
=========== =========== ==========
Weighted average Common shares outstanding:
Primary- Series A 2,775,900 2,896,692 3,341,062
=========== =========== ==========
Fully diluted- Series A 4,021,691 4,142,483 4,586,853
=========== =========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
STATEMENTS OF SHAREHOLDERS' EQUITY
For each of the three years in the period ended
December 31, 1996
Convertible Convertible
Series A Series B Series C
Shares Amount Shares Amount Shares Amount
-------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
Balances at December 31, 1993 3,520,074 $36,000 324,989 $3,000 920,802 $9,000
Net income
Repurchase of shares (492,149) (5,000)
Cash distributions declared:
$1.03 per share - Series A
$1.03 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1994 3,027,925 31,000 324,989 3,000 920,802 9,000
Net income
Repurchase of shares (248,425) (3,000)
Cash distributions declared:
$1.42 per share - Series A
$1.42 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1995 2,779,500 28,000 324,989 3,000 920,802 9,000
Net income
Repurchase of shares (3,600) -
Cash distributions declared:
$1.45 per share - Series A
$1.45 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1996 2,775,900 $28,000 324,989 $3,000 920,802 $9,000
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Cumulative Total
Paid-in net Cumulative shareholders'
Capital income distributions equity
-------------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1993 $62,489,000 $9,653,000 ($13,749,000) $58,441,000
Net income 4,205,000 4,205,000
Repurchase of shares (7,324,000) (7,329,000)
Cash distributions declared:
$1.03 per share - Series A (3,392,000) (3,392,000)
$1.03 per share - Series B (335,000) (335,000)
-------------------------------------------------------------------
Balances at December 31, 1994 55,165,000 13,858,000 (17,476,000) 51,590,000
Net income 4,166,000 4,166,000
Repurchase of shares (4,082,000) (4,085,000)
Cash distributions declared:
$1.42 per share - Series A (4,065,000) (4,065,000)
$1.42 per share - Series B (462,000) (462,000)
-------------------------------------------------------------------
Balances at December 31, 1995 51,083,000 18,024,000 (22,003,000) 47,144,000
Net income 4,507,000 4,507,000
Repurchase of shares (61,000) (61,000)
Cash distributions declared:
$1.45 per share - Series A (4,023,000) (4,023,000)
$1.45 per share - Series B (473,000) (473,000)
-------------------------------------------------------------------
Balances at December 31, 1996 $51,022,000 $22,531,000 ($26,499,000) $47,094,000
===================================================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
STATEMENTS OF CASH FLOWS
For each of the three years in the
period ended December 31, 1996
1996 1995 1994
---------- ---------- ----------
Cash flows from operating activities:
<S> <C> <C> <C>
Net income $4,507,000 $4,166,000 $4,205,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,687,000 1,701,000 1,639,000
(Increase) decrease in rent and
other receivables (11,000) (4,000) 31,000
Increase in prepaid expenses (44,000) (4,000) (2,000)
Amortization (payment) of prepaid
management fees 329,000 (329,000) -
(Decrease) increase in accounts payable (42,000) 299,000 (62,000)
Decrease in advance payments from renters (8,000) (11,000) (45,000)
---------- ---------- ----------
Total adjustments 1,911,000 1,652,000 1,561,000
---------- ---------- ----------
Net cash provided by operating activities 6,418,000 5,818,000 5,766,000
---------- ---------- ----------
Cash flows from investing activities:
Additions to real estate facilities (470,000) (361,000) (171,000)
---------- ---------- ----------
Net cash used in investing activities (470,000) (361,000) (171,000)
---------- ---------- ----------
Cash flows from financing activities:
Distributions paid to shareholders (4,467,000) (3,789,000) (3,635,000)
(Payments) proceeds from note payable to Bank (1,750,000) 2,600,000 3,300,000
Purchase of Company Series A
common stock (61,000) (4,085,000) (7,329,000)
---------- ---------- ----------
Net cash used in financing activities (6,278,000) (5,274,000) (7,664,000)
---------- ---------- ----------
Net (decrease) increase in
cash and cash equivalents (330,000) 183,000 (2,069,000)
Cash and cash equivalents at
the beginning of the year 484,000 301,000 2,370,000
---------- ---------- ----------
Cash and cash equivalents at
the end of the year $154,000 $484,000 $301,000
========== ========== ==========
</TABLE>
See accompanying notes.
F-5
<PAGE>
PUBLIC STORAGE PROPERTIES XVIII, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
1. DESCRIPTION OF BUSINESS
Public Storage Properties XVIII, Inc. (the "Company") is a
California corporation which has elected to qualify as a real estate
investment trust ("REIT") for Federal income tax purposes. The Company
succeeded to the business of Public Storage Properties XVIII, Ltd. (the
"Partnership") in a reorganization transaction which was effective July
26, 1991 (the "Reorganization").
The Company owns and operates primarily self-storage facilities
and, to a lesser extent, a business park facility containing commercial
or industrial spaces.
The term of the Company is until all properties have been sold
and, in any event, not later than December 31, 2038. 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.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation:
Certain prior year amounts have been reclassified in order to
conform with the 1996 presentation.
Income Taxes:
The Company has and intends to continue to qualify as a REIT, as
defined in Section 856 of the Internal Revenue Code (the Code). As a
REIT, the Company is not taxed on that portion of its taxable income
which is distributed to its shareholders provided that the Company
meets the requirements of the Code. The Company believes it is in
compliance with these requirements and, accordingly, no provision for
income taxes has been made.
Statements of Cash Flows:
For purposes of financial statement presentation, the Company
considers all highly liquid debt instruments purchased with a maturity
of three months or less to be cash equivalents. The Company paid
$472,000, $410,000 and $31,000 in interest costs during 1996, 1995 and
1994, respectively.
Real Estate Facilities:
Cost of land includes appraisal and legal fees related to
acquisition and closing costs. Buildings, land improvements and
equipment reflect costs incurred through December 31, 1996 and 1995 to
develop primarily mini-warehouse facilities and to a lesser extent, a
business park facility. The mini-warehouse facilities provide
self-service storage spaces for lease, usually on a month-to-month
basis, to the general public. The buildings and equipment are
depreciated on the straight-line basis over estimated useful lives of
25 and 5 years, respectively. Included in depreciation is depreciation
of tenant improvements on the Company's business park facility of
$80,000, $40,000 and $40,000 in 1996, 1995 and 1994, respectively.
In 1995, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 121 ("Statement 121"),
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to be Disposed of." Statement 121 requires impairment losses to
be recorded on long-lived assets used in operations when indicators of
impairment are present and the undiscounted cash flows estimated to be
generated by those assets are less than the assets' carrying amount.
Statement 121 also addresses the accounting for long-lived assets that
are expected to be disposed of. The Company adopted Statement 121 in
1996 and based on current circumstances, such adoption did not have any
effect on the financial statements.
F-6
<PAGE>
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
Real Estate Facilities (continued):
At December 31, 1996, the basis of real estate facilities
(excluding land) for Federal income tax purposes (after adjustment for
accumulated depreciation of $9,929,000) is $30,287,000.
Revenue Recognition:
Property rents are recognized as earned.
Net Income Per Share:
Net income per share is based on net income attributable to each
series of common shares and the weighted average number of such shares
outstanding during the periods presented.
Net income per share is presented on a primary and fully diluted
basis. Primary earnings per share represents the Series A shareholders'
rights to distributions out of the respective period's net income,
which is calculated by dividing net income after reduction for
distributions to the Convertible Series B shareholders (Series C
shareholders are not entitled to cash distributions) by the weighted
average number of outstanding Series A shares (Note 4). Fully diluted
earnings per share assumes conversion of the Convertible Series B and
Series C shares into Series A shares.
Use of Estimates:
The preparation of the financial statements in conformity with
generally accepted accounting principles requires management to make
estimates and assumptions that affect the amounts reported in the
financial statements and accompanying notes. Actual results could
differ from those estimates.
Environmental Cost:
Substantially all of the Company's facilities were acquired prior
to the time that it was customary to conduct environmental
investigations in connection with property acquisitions. During the
fourth quarter of 1995, the Company completed environmental assessments
of its properties to evaluate the environmental condition of, and
potential environmental liabilities of such properties. These
assessments were performed by an independent environmental consulting
firm. Based on the assessments, the Company expensed $123,000 in 1995
for known environmental remediation requirements. Although there can be
no assurance, the Company is not aware of any environmental
contamination of any of its property sites which individually or in the
aggregate would be material to the Company's overall business,
financial condition, or results of operations.
3. RELATED PARTY TRANSACTIONS
The Company has a Management Agreement with Public Storage, Inc.
("PSI") pursuant to which PSI operates the Company's mini-warehouse
facilities for a fee equal to 6% of the facilities' monthly gross
revenue (as defined). Through 1996, the Company's commercial property
was operated by Public Storage Commercial Properties Group, Inc.
("PSCPG") pursuant to a Management Agreement which provides for a fee
equal to 5% of the facility's monthly gross revenue (as defined).
PSI has a 95% economic interest in PSCPG (represented by nonvoting
preferred stock) and B. Wayne Hughes, the Company's Chief Executive
Officer, and members of his family (the "Hughes Family") had a 5%
economic interest in PSCPG (represented by voting common stock) until
December 1996 when the Hughes Family sold its interest to Ronald L.
Havner, Jr., formerly Senior Vice President and Chief Financial Officer
of PSI, who became the Chief Executive Officer of PSCPG. PSCPG issued
additional voting common stock to two other unaffiliated investors.
In January 1997, American Office Park Properties, L.P. ("AOPPLP")
became the operator of the Company's commercial property pursuant to
the Management Agreement. AOPPLP is an operating partnership formed to
own and operate business parks in which PSI has an approximate 85%
economic interest. The general partner of AOPPLP is PSCPG, now known as
American Office Park Properties, Inc.
F-7
<PAGE>
3. RELATED PARTY TRANSACTIONS (CONTINUED)
Each Management Agreement, as amended in February 1995, provides
that the agreement will expire in February 2002 provided that in
February of each year it shall be automatically extended for one year
(thereby maintaining a seven-year term) unless either party notifies
the other that the Management Agreement is not being extended, in which
case it expires, on the first anniversary of its then scheduled
expiration date. Each Management Agreement may also be terminated by
either party for cause, but if terminated for cause by the Company, the
Company retains the rights to use the service marks and related designs
until the then scheduled expiration date, if applicable, or otherwise a
date seven years after such termination.
In August 1995, the Management Agreement for the mini-warehouse
facilities was amended to provide that upon demand from PSI made prior
to December 15, 1995, the Company agreed to prepay (within 15 days
after such demand) up to 12 months of management fees (based on the
management fees for the comparable period during the calendar year
immediately preceding such prepayment) discounted at the rate of 14%
per year to compensate for early payment. In November 1995, the Company
prepaid, to PSI, 8 months of 1996 management fees at a cost of
$329,000. The amount has been expensed as management fees paid to
affiliate during 1996.
4. SHAREHOLDERS' EQUITY
Series A shares are entitled to all distributions of cash from
sale or refinancing and participate ratably with the Convertible Series
B shares in distributions of cash flow from operations. The Convertible
Series C shares (prior to conversion into Series A shares) will not
participate in any distributions.
The Convertible Series B shares and Convertible 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 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. Through December 31, 1996, the Company has made and
declared cumulative cash distributions of approximately $24,117,000
with respect to the Series A shares. Accordingly, assuming no
repurchases or redemptions of Series A shares after December 31, 1996,
Conversion will occur when $31,401,000 in additional distributions with
respect to the Series A shares have been made.
Assuming liquidation of the Company at its net book value at
December 31, 1996 and 1995, each Series of common shares would receive
the following as a liquidating distribution:
1996 1995
----------- -----------
Series A $42,232,000 $43,539,000
Convertible Series B 1,268,000 940,000
Convertible Series C 3,594,000 2,665,000
----------- -----------
Total $47,094,000 $47,144,000
=========== ===========
The Series A shares, Convertible Series B shares and Convertible
Series C shares have equal voting rights. The holders of the
Convertible Series B and Convertible Series C shares have agreed to
vote along with the majority of the unaffiliated Series A shareholders
on matters other than control of the Company and its business.
F-8
<PAGE>
4. SHAREHOLDERS' EQUITY (CONTINUED)
The Company's Board of Directors has authorized the Company to
purchase up to 1,100,000 shares of the Company's Series A common stock.
As of December 31, 1996, the Company had purchased and retired 961,474
shares of Series A common stock, of which 3,600 and 248,425 were
purchased and retired in 1996 and 1995, respectively.
For Federal income tax purposes, all distributions declared by the
Board of Directors in 1996, 1995 and 1994 were ordinary income.
5. NOTE PAYABLE TO BANK
In 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 maximum borrowings up
to $7,000,000, change the credit facility from a non-revolving to a
revolving credit facility and extend the maturity date to September 30,
2001. In October 1996, the Company renegotiated its credit facility
further to reduce the maximum borrowings to $6,500,000, extend the
conversion date to a term loan to October 1, 1997 and extend the
maturity date to September 30, 2002. 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 December 31, 1996) or the bank's
LIBOR rate plus 2.25% (7.87% at December 31, 1996). Interest is payable
monthly. Principal payments of $175,000 will be payable quarterly
beginning on October 1, 1997. On September 30, 2002, the remaining
unpaid principal and interest is due and payable.
At December 31, 1996, the outstanding balance on the credit
facility was $4,150,000. In January 1997, the Company borrowed an
additional $1,350,000 on its line of credit facility.
Under covenants of the credit facility, the Company is (1)
required to maintain a ratio of debt to net worth (as defined) of not
more than .5 to 1.0, (2) required to maintain a REIT cash flow coverage
ratio (as defined) measured on a year-to-date basis for each fiscal
quarter of not less than 1.2 to 1.0 and (3) required to maintain a
dividend cash flow coverage ratio (as defined) measured on a year-
to-date basis for each fiscal quarter of not less than 1.0 to 1.0. At
December 31, 1996, the Company was in compliance with the covenants of
the credit facility.
6. LEASE AGREEMENTS
Leases relating to the Company's business park facility includes
long-term non-cancelable operating leases. As of December 31, 1996, the
minimum lease amounts receivable under such non-cancelable leases were
as follows:
Year Amount
---------------- ---------------
1997 $1,005,000
1998 528,000
1999 331,000
2000 121,000
2001 47,000
Thereafter 32,000
---------------
Total $2,064,000
===============
F-9
<PAGE>
7. QUARTERLY RESULTS (UNAUDITED)
The following is a summary of unaudited quarterly results of
operations:
<TABLE>
<CAPTION>
Three months ended
---------------------------------------------------------
March 1996 June 1996 Sept. 1996 Dec. 1996
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Revenues $2,648,000 $2,777,000 $2,864,000 $2,874,000
---------- ---------- ---------- ----------
Expenses 1,625,000 1,456,000 1,757,000 1,818,000
---------- ---------- ---------- ----------
Net income $1,023,000 $1,321,000 $1,107,000 $1,056,000
========== ========== ========== ==========
Primary earnings per share- Series A $0.33 $0.44 $0.37 $0.31
========== ========== ========== ==========
Fully diluted earnings per share- Series A $0.25 $0.33 $0.28 $0.26
========== ========== ========== ==========
Three months ended
---------------------------------------------------------
March 1995 June 1995 Sept. 1995 Dec. 1995
---------- ---------- ---------- ----------
Revenues $2,525,000 $2,614,000 $2,688,000 $2,663,000
---------- ---------- ---------- ----------
Expenses 1,469,000 1,356,000 1,636,000 1,863,000
---------- ---------- ---------- ----------
Net income $1,056,000 $1,258,000 $1,052,000 $800,000
========== ========== ========== ==========
Primary earnings per share- Series A $0.32 $0.40 $0.33 $0.23
========== ========== ========== ==========
Fully diluted earnings per share- Series A $0.25 $0.30 $0.26 $0.20
========== ========== ========== ==========
</TABLE>
F-10
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
SCHEDULE III - REAL ESTATE
AND ACCUMULATED DEPRECIATION
Initial Cost
----------------------- Costs
Bldg., Land subsequent to
Date Imp & construction
Completed Description Encumbrances Land Equipment (Improvements)
- --------------------------------------------------------------------------------------------------------
Mini-warehouses:
<S> <C> <C> <C> <C> <C>
6/87 Metairie / Sanford St - $876,000 $1,540,000 $38,000
3/87 Louisville / Bardstown Road - 419,000 1,120,000 35,000
6/87 East Hazel Crest/ Halstead II - 662,000 1,730,000 55,000
4/87 Edmonds / Highway 99 - 1,151,000 1,329,000 94,000
6/87 Foster City / Triton Dr - 883,000 1,262,000 48,000
2/88 Chicago/N Elston (Cortland) - 555,000 2,817,000 68,000
10/88 Philadelphia / Ridge Ave - 343,000 2,842,000 69,000
7/87 Dallas / Vilbig Rd - 319,000 1,179,000 79,000
8/87 Pelham Manor / Spring Road - 2,942,000 1,723,000 128,000
10/87 Irving / N Country Club Dr. - 247,000 928,000 45,000
5/87 Elk Grove / Touhy - 450,000 1,248,000 51,000
6/88 Inglewood / La Cienega - 4,035,000 3,754,000 64,000
7/88 Denver / Evans - 1,622,000 1,642,000 178,000
3/88 Plano / Alma - 1,452,000 1,765,000 105,000
12/88 Lynnwood /Alderwood Mall - 348,000 1,881,000 75,000
6/87 Los Angeles / Olympic Blvd - 2,753,000 2,145,000 2,883,000
8/91 Staten Island / North - 1,049,000 2,905,000 567,000
Stream
Business Park:
12/88 San Diego / Lusk II - 3,558,000 5,580,000 2,131,000
--------------------------------------------------------------
- $23,664,000 $37,390,000 $6,713,000
==============================================================
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount At December 31, 1996 Life on Which
------------------------------------------ Depreciation in
Bldg., Land Latest Income
Date Imp & Accumulated Statements is
Completed Description Land Equipment Total Depreciation Computed
- -----------------------------------------------------------------------------------------------------------------------------
Mini-warehouses:
<S> <C> <C> <C> <C> <C> <C>
6/87 Metairie / Sanford St $876,000 $1,578,000 $2,454,000 ($611,000) 5-25 Years
3/87 Louisville / Bardstown Road 419,000 $1,155,000 1,574,000 (455,000) 5-25 Years
6/87 East Hazel Crest/ Halstead II 663,000 1,784,000 2,447,000 (670,000) 5-25 Years
4/87 Edmonds / Highway 99 1,151,000 1,423,000 2,574,000 (540,000) 5-25 Years
6/87 Foster City / Triton Dr 883,000 1,310,000 2,193,000 (496,000) 5-25 Years
2/88 Chicago/N Elston (Cortland) 555,000 2,885,000 3,440,000 (952,000) 5-25 Years
10/88 Philadelphia / Ridge Ave 343,000 2,911,000 3,254,000 (827,000) 5-25 Years
7/87 Dallas / Vilbig Rd 319,000 1,258,000 1,577,000 (462,000) 5-25 Years
8/87 Pelham Manor / Spring Road 2,942,000 1,851,000 4,793,000 (725,000) 5-25 Years
10/87 Irving / N Country Club Dr. 247,000 973,000 1,220,000 (388,000) 5-25 Years
5/87 Elk Grove / Touhy 450,000 1,299,000 1,749,000 (438,000) 5-25 Years
6/88 Inglewood / La Cienega 4,035,000 3,818,000 7,853,000 (1,256,000) 5-25 Years
7/88 Denver / Evans 1,622,000 1,820,000 3,442,000 (685,000) 5-25 Years
3/88 Plano / Alma 1,452,000 1,870,000 3,322,000 (633,000) 5-25 Years
12/88 Lynnwood /Alderwood Mall 348,000 1,956,000 2,304,000 (502,000) 5-25 Years
6/87 Los Angeles / Olympic Blvd 4,161,000 3,620,000 7,781,000 (816,000) 5-25 Years
8/91 Staten Island / North 1,049,000 3,472,000 4,521,000 (733,000) 5-25 Years
Stream
Business Park:
12/88 San Diego / Lusk II 3,558,000 7,711,000 11,269,000 (2,771,000) 5-25 Years
------------------------------------------------------------------
$25,073,000 $42,694,000 $67,767,000 ($13,960,000)
==================================================================
</TABLE>
F-11
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XVIII, INC.
REAL ESTATE RECONCILIATION
SCHEDULE III (CONTINUED)
(a) The following is a reconciliation of costs and related accumulated
depreciation.
COSTS RECONCILIATION
Years Ended December 31,
----------------------------------------------------------------
1996 1995 1994
----------------------------------------------------------------
<S> <C> <C> <C>
Balance at the beginning of the period $67,483,000 $67,273,000 $67,235,000
Additions during the period:
Improvements 470,000 361,000 171,000
Deductions during the period: (186,000) (151,000) (133,000)
----------------------------------------------------------------
Balance at the close of the period $67,767,000 $67,483,000 $67,273,000
================================================================
ACCUMULATED DEPRECIATION RECONCILIATION
Years Ended December 31,
----------------------------------------------------------------
1996 1995 1994
----------------------------------------------------------------
Balance at the beginning of the period $12,459,000 $10,909,000 $9,403,000
Additions during the period:
Depreciation 1,681,000 1,701,000 1,639,000
Deductions during the period: (180,000) (151,000) (133,000)
----------------------------------------------------------------
Balance at the close of the period $13,960,000 $12,459,000 $10,909,000
================================================================
(b) The aggregate depreciable cost of real estate (excluding land) for Federal
income tax purposes is $40,216,000.
</TABLE>
F-12
<PAGE>
PUBLIC STORAGE PROPERTIES XVIII, INC.
EXHIBIT INDEX
(Item 14(c))
3.1 Articles of Incorporation. Previously filed with the Securities and
Exchange Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991 and incorporated herein
by reference.
3.2 Certificate of Amendment of Articles of Incorporation. Previously
filed with the Securities and Exchange Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1992 and incorporated herein by reference.
3.3 Amended and Restated Bylaws. Previously filed with the Securities and
Exchange Commission as an exhibit to the Company's Annual Report on
Form 10-K for the year ended December 31, 1991 and incorporated herein
by reference.
3.4 Amendments to Bylaws Adopted on July 30, 1992. Previously filed with
the Securities and Exchange Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1992 and
incorporated herein by reference.
10.1 Amended Management Agreement dated February 21, 1995 between the
Company and Public Storage Management, Inc. Previously filed with the
Securities and Exchange Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
10.2 Amended Management Agreement dated February 21, 1995 between the
Company and Public Storage Commercial Properties Group, Inc.
Previously filed with the Securities and Exchange Commission as an
exhibit to the Company's Annual Report on Form 10-K for the year ended
December 31, 1994 and incorporated herein by reference.
10.3 Amendment to Amended Management Agreement dated August 8, 1995 between
the Company, Public Storage Management, Inc. and Storage Equities,
Inc. Previously filed with the Securities and Exchange Commission as
an exhibit to the Company's Quarterly Report on Form 10-Q for the
period ended September 30, 1995 and incorporated herein by reference.
10.4 Non-revolving Credit and Term Loan Agreement between the Company and
Manufacturers Bank dated November 16, 1994. Previously filed with the
Securities and Exchange Commission as an exhibit to the Company's
Annual Report on Form 10-K for the year ended December 31, 1994 and
incorporated herein by reference.
10.5 Modification of Non-revolving Credit and Term Loan Agreement between
the Company and Manufacturers Bank dated April 26, 1995. Previously
filed with the Securities and Exchange Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by reference.
10.6 Modification of Non-revolving Credit and Term Loan Agreement between
the Company and Manufacturers Bank dated June 20, 1995. Previously
filed with the Securities and Exchange Commission as an exhibit to the
Company's Annual Report on Form 10-K for the year ended December 31,
1995 and incorporated herein by reference.
10.7 Modification of Non-revolving Credit and Term Loan Agreement between
the Company and Manufacturers Bank dated October 4, 1996. Filed
herewith.
27 Financial Data Schedule. Filed herewith.
MANUFACTURERS BANK
A SUBSIDIARY OF THE SAKURA BANK, LIMITED
EXHIBIT 10.7
NOTE MODIFICATION AGREEMENT
THIS NOTE MODIFICATION AGREEMENT is entered into as of October 4, 1996 , by and
between MANUFACTURERS BANK, a California banking corporation ("Bank"), and
PUBLIC STORAGE PROPERTIES XVIII, INC. (hereinafter referred to as "Borrower"),
and is made with reference to the following facts and circumstances:
1. Borrower has made and executed in favor of Bank a Promissory Note dated
November 16, 1994, in the original principal amount of Five Million Dollars
($5,000,000.00) (the "Note").
2. The principal sum of Four Million Seven Hundred Thousand Dollars
($4,700,000.00), together with any accrued and unpaid interest thereon,
remains outstanding and unpaid with respect to the Note.
3. Borrower and Bank wish to modify the Note as set forth below.
NOW, THEREFORE, the parties agree as follows:
3.1 Effective upon execution of this agreement, the principal balance
outstanding at any one time under the Note shall not exceed, after giving effect
to any credit extension, the sum of Six Million Five Hundred Thousand Dollars
($6,500,000.00).
3.2 The unpaid principal balance of this Note shall be paid in quarterly
installments of One Hundred Seventy-Five Thousand Dollars ($175,000.00),
commencing on October 1, 1997, and continuing on the 1st day of each calendar
quarter thereafter, except that the unpaid balance of principal and interest
shall be due and payable upon maturity.
3.3 Sections 2 and 17 are modified by deleting the date October 1, 1996 and
replacing it with the date September 30, 1997.
3.4 Section 5 is deleted and replaced with the following:
MATURITY. The maturity of the Note is September 30, 2002; provided,
however, if prior to September 30, 1997 Maker elects to convert this Note to a
term loan, the term of such term loan shall be five years, with an amortization
period of ten years as provided in Section 17 below.
3.5 Borrower shall pay Bank on demand a fee of Two Thousand Five Hundred
Dollars ($2,500.00) as part of the consideration for Bank's agreement to extend
and modify Borrower's financing arrangements as set forth herein.
4. Except as modified herein, the Note shall remain in full force and effect
in accordance with its original terms and conditions.
IN WITNESS WHEREOF, the parties have executed this Note Modification Agreement
as of the day and year first above written.
Date: October 4, 1996
---------------
PUBLIC STORAGE PROPERTIES XVIII, INC.,
a California corporation
By: /s/David P. Singelyn
Title: Controller
---------------------------
WITNESSED BY
/s/Daniel F. Maddox
- -------------------
MANUFACTURERS BANK,
a California banking corporation
By : /s/ Daniel F. Maddox
------------------------------
Title: Senior Vice President
------------------------------
<TABLE> <S> <C>
<ARTICLE> 5
<CIK> 0000870376
<NAME> PUBLIC STORAGE PROPERTIES XVIII, INC.
<MULTIPLIER> 1
<CURRENCY> US
<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Dec-31-1996
<EXCHANGE-RATE> 1
<CASH> 154,000
<SECURITIES> 0
<RECEIVABLES> 215,000
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 369,000
<PP&E> 67,767,000
<DEPRECIATION> (13,960,000)
<TOTAL-ASSETS> 54,176,000
<CURRENT-LIABILITIES> 2,932,000
<BONDS> 4,150,000
0
0
<COMMON> 40,000
<OTHER-SE> 47,054,000
<TOTAL-LIABILITY-AND-EQUITY> 54,176,000
<SALES> 0
<TOTAL-REVENUES> 11,163,000
<CGS> 0
<TOTAL-COSTS> 5,908,000
<OTHER-EXPENSES> 276,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 472,000
<INCOME-PRETAX> 4,507,000
<INCOME-TAX> 0
<INCOME-CONTINUING> 4,507,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 4,507,000
<EPS-PRIMARY> 1.45
<EPS-DILUTED> 1.12
</TABLE>
