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
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Commission File Number 1-10913
-------
PUBLIC STORAGE PROPERTIES XIX, INC.
-----------------------------------
(Exact name of registrant as specified in its charter)
California 95-4325981
- -------------------------------- --------------------------
(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
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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-$38,542,969 (computed on the basis of $16-1/4 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 3,023,371 shares
Common Stock, $.01 Par Value - Series B 283,224 shares
Common Stock, $.01 Par Value - Series C 802,466 shares
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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 XIX, INC.
PART I.
ITEM 1. BUSINESS
--------
General
- -------
Public Storage Properties XIX, 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 XIX, Ltd., a California
limited partnership (the "Partnership"), in a reorganization transaction
completed on October 30, 1991.
The Partnership offered 148,000 units of limited partnership interest (the
"Units") to the public in April 1988; 128,980 units were subscribed and issued.
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 October 30, 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 3,257,071 shares of common stock Series A
("Series A shares"), 283,224 shares of common stock Series B ("Series B shares")
and 802,466 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 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 14 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, and PSI
has an option to acquire all of the shares of the Company's common stock owned
by Hughes.
Investments in Facilities
- -------------------------
At December 31, 1996, the Company owned 14 facilities located in 7 states:
California (5), Colorado (2), Florida (2), Georgia (1), Michigan (2), Ohio (1)
and Virginia (1). These facilities consist of 12 mini-warehouses, one business
park facility and one combination mini-warehouse/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 72% 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 PROPERTIES
The Company's non-mini-warehouse investments are business parks and
low-rise office buildings. The business parks include 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.
A business park property is typically divided into units ranging in size
from 600 to 5,000 square feet. Parking is open or covered, and the ratio of
spaces to rentable square feet ranges from one to four per thousand square feet,
depending upon the use of the property and its location. Office space generally
requires a greater parking ratio than most industrial uses.
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:
3
<PAGE>
* 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
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. 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
properties were 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
properties 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 54 employees, 18 persons who
render services on behalf of the Company on a full-time basis and 36 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 of Net Rentable Number of Completion
Location Parcel Area Spaces Date
- --------------------------------- ----------- ---------------- ------------ ---------------
CALIFORNIA
<S> <C> <C> <C> <C>
Los Angeles, Boyle Ave. 2.75 acres 63,000 sq. ft. 572 Mar. 1989
Los Angeles, Venice Blvd. Fwy. .71 acres 40,000 sq. ft. 446 Jan. 1990
Oakland, San Ramon Norris Cyn (a) 3.79 acres 52,000 sq. ft. 56 May 1989
Sacramento, 57th Street 1.17 acres 44,000 sq. ft. 493 Apr. 1989
San Diego, Market St. 1.38 acres 98,000 sq. ft. 1,050 Apr. 1989
COLORADO
Aurora, Smokey Hill Rd. 4.12 acres 65,000 sq. ft. 569 Aug. 1988
Jefferson County, Kipling Rd. 3.24 acres 48,000 sq. ft. 487 Aug. 1988
FLORIDA
Ft. Lauderdale, State Road 84 3.42 acres 57,000 sq. ft. 501 Jan. 1989
Miami, 28th Lane .59 acres 63,000 sq. ft. 762 Mar. 1990
GEORGIA
Atlanta, Arcado Road 3.96 acres 48,000 sq. ft. 400 Feb. 1988
MICHIGAN
Detroit, Enterprise Dr. 3.56 acres 68,000 sq. ft. 589 Sep. 1988
Detroit, Sterling Heights Mound Rd. 3.39 acres 60,000 sq. ft. 557 Jan. 1989
OHIO
Cleveland, Brook Park Road 7.19 acres 68,000 sq. ft. 583 Mar. 1988
VIRGINIA
Mini-warehouse
Fairfax, Alban Road 2.20 acres 68,000 sq. ft. 726 Mar. 1990
Business Park
Fairfax, Alban Road (a) 10.64 acres 148,000 sq. ft. 64 Oct. 1990
</TABLE>
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(a) 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 $343,000 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 72% of the Company's portfolio (based on revenues
for 1996) are mini-warehouses and the balance consists of commercial properties.
As reflected in the table below, the Company has experienced overall stable
property operations:
<TABLE>
<CAPTION>
For the year ended December 31,
-------------------------------------------
1996 1995 1994
--------- --------- ---------
<S> <C> <C> <C>
Weighted average occupancy level (1) 88% 89% 89%
Realized monthly rent per occupied
square foot (1) (2) $.72 $.70 $.66
Operating margin: (3)
Before reduction for depreciation expense 59% 60% 57%
After reduction for depreciation expense 37% 35% 28%
</TABLE>
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(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 and depreciation by rental income.
Additional information is set forth below with respect to the Oakland San
Ramon/Norris Canyon Road, San Diego/Market Street and Fairfax County/Alban Road
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.
OAKLAND SAN RAMON/NORRIS CANYON ROAD. This property is a business park
located in San Ramon, a suburb of Oakland, California. The property is located
approximately 20 miles southeast of downtown Oakland. The area surrounding the
property includes commercial and residential developments.
The 3.79-acre property contains approximately 52,000 square feet of net
rentable space divided into 56 units. The property opened in May 1989 and was
98% occupied at December 31, 1996 by 55 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 Realized
Rent Per Square
Date Occupancy Rate Foot
- ---------------------- --------------- ------------------
December 31, 1996 98% $17.64
December 31, 1995 97 16.50
December 31, 1994 97 16.59
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 $716,000 56.56%
1998 379,000 29.94
1999 137,000 10.82
2000 34,000 2.68
--------------- ------------------
Total $1,266,000 100.00%
=============== ==================
* Assumes that none of the renewal options included in the leases will be
exercised.
8
<PAGE>
SAN DIEGO/MARKET STREET. This mini-warehouse is located approximately one
mile southeast of downtown San Diego, California. The property is located on
Market Street, one of the major east/west streets running through downtown San
Diego. The surrounding area includes a combination of residential and commercial
developments.
The 1.38-acre property, which was completed in April 1989, has
approximately 98,000 net rentable square feet divided into 1,050 units. No
tenant occupies 10% or more of the rentable area. As of December 31, 1996, the
property was 78% occupied by 821 tenants.
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 Square
Date Occupancy Rate Foot
- ---------------------- --------------- ------------------
December 31, 1996 78% $9.00
December 31, 1995 74 6.00
December 31, 1994 72 5.88
FAIRFAX COUNTY/ALBAN ROAD. This 12.84-acre property includes two
facilities, a mini-warehouse and a business park. The property is located in
Fairfax County, Virginia, approximately 10 miles east of Washington, D.C. The
surrounding area includes a combination of retail and office space as well as
residential developments.
The mini-warehouse facility opened in March 1990 and contains approximately
68,000 square feet of net rentable space divided into 726 units. No tenant
occupies 10% or more of the rentable area. As of December 31, 1996, the
mini-warehouse facility was 92% occupied by 665 tenants.
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 Square
Date Occupancy Rate Foot
- ---------------------- --------------- ------------------
December 31, 1996 92% $12.12
December 31, 1995 84 9.12
December 31, 1994 85 8.88
The business park facility commenced leasing on October 31, 1990 and
contains approximately 148,000 square feet of net rentable space divided into 64
units. As of December 31, 1996, the business park facility was 99% occupied by
63 tenants.
Set forth below is a schedule showing the occupancy rate and the rent per
square foot for the property at the dates indicated:
Annual Realized
Rent Per Square
Date Occupancy Rate Foot
- ---------------------- --------------- ------------------
December 31, 1996 99% $13.77
December 31, 1995 100 9.74
December 31, 1994 94 9.61
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 $931,000 60.57%
1998 334,000 21.73
1999 193,000 12.56
2000 45,000 2.92
2001 34,000 2.22
--------------- ---------------
Total $1,537,000 100.00%
=============== ===============
* 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> <C>
B. Wayne Hughes 1,725,884 36,725 283,224 -
---------------- ---------------- --------------- ---------------
Vern O. Curtis 1,726,009 36,600 283,224 -
---------------- ---------------- --------------- ---------------
Jack D. Steele 1,726,134 36,455 283,224 -
---------------- ---------------- --------------- ---------------
Number of Shares of
Common Stock Series C Total Common Stock
----------------------------------- ----------------------------------
Name Voted For Withheld Voted For Withheld
- ---------------------- ---------------- ---------------- --------------- ---------------
B. Wayne Hughes 802,466 - 2,811,574 36,725
---------------- ---------------- --------------- ---------------
Vern O. Curtis 802,466 - 2,811,699 36,600
---------------- ---------------- --------------- ---------------
Jack D. Steele 802,466 - 2,811,824 36,455
---------------- ---------------- --------------- ---------------
</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 November 11, 1991 under the symbol PSY. 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>
Sales Price
--------------------- Cash Dividends
Year Quarter Ended High Low Declared*
- ------------- ---------------------------------- --------- --------- --------------
<C> <C> <C> <C> <C>
1995 March 31 $12-3/4 $11-1/8 $0.16
June 30 13-1/4 11-5/8 0.18
September 30 13-1/2 12-3/8 0.18
December 31 14-1/4 13 0.48 (1)
1996 March 31 $14-7/8 $13-1/2 $0.18
June 30 14-3/8 13-3/4 0.18
September 30 15-3/8 13-1/2 0.18
December 31 16-7/8 14-3/4 0.51 (2)
</TABLE>
* No dividends were declared on the Series C shares.
(1) Includes special dividend of $.30.
(2) Includes special dividend of $.33.
As of December 31, 1996, there were approximately 1,841 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.
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 exceeded income by $544,000, $1,017,000 and $350,000
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.
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 500,000 Series A shares. From August 1, 1994 through
February 28, 1997, the Company has repurchased 233,700 Series A shares. The
Company repurchased 68,000 Series A shares during 1996 and no additional Series
A shares between January 1, 1997 and February 28, 1997.
11
<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 $8,452 $8,200 $7,750 $6,724 $5,599
Interest and other income 36 47 24 15 27
---------- ------------- ------------- ------------- ------------
8,488 8,247 7,774 6,739 5,626
---------- ------------- ------------- ------------- ------------
EXPENSES:
Cost of operations 3,031 2,793 2,883 2,797 2,604
Management fees paid to affiliates 450 469 442 386 323
Depreciation 1,841 2,044 2,257 2,334 2,321
General and administrative 213 214 208 220 258
Environmental cost - 343 - - -
Interest expense 6 - 18 124 188
---------- ------------- ------------- ------------- ------------
5,541 5,863 5,808 5,861 5,694
---------- ------------- ------------- ------------- ------------
NET INCOME (LOSS) $2,947 $2,384 $1,966 $878 $(68)
========== ============= ============= ============= ============
Net income (loss) per Series A share:
Primary $0.87 $0.68 $0.55 $0.24 $(0.04)
Fully diluted $0.71 $0.56 $0.45 $0.20 $(0.04)
Dividends declared per share:
Series A $1.05 $1.00 $0.66 $0.35 $0.27
Series B $1.05 $1.00 $0.66 $0.35 $0.27
Weighted average Common shares outstanding:
Primary- Series A 3,056 3,140 3,242 3,257 3,257
Fully diluted- Series A 4,142 4,226 4,328 4,343 3,257
Other data:
- -----------
Net cash provided
by operating activities $4,846 $4,629 $4,122 $3,330 $1,852
Net cash used in investing activities (479) (281) (259) (795) (1,618)
Net cash (used in) provided
by financing activities (4,431) (4,373) (3,422) (2,454) 515
Funds from operations (1) 4,788 4,771 4,223 3,212 2,253
Capital expenditures to
maintain facilities (479) (281) (259) (295) (218)
Balance sheet data:
- -------------------
Total assets $49,527 $51,037 $52,617 $54,167 $55,758
Total debt - - - 1,179 2,429
Shareholders' equity 46,968 48,517 50,977 51,944 52,305
</TABLE>
12
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA (CONTINUED)
----------------------------------
(1) 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.
13
<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 $2,947,000 compared to $2,384,000 in 1995, representing an
increase of $563,000 or 24%. Net income per fully diluted Series A share was
$.71 in 1996 compared to $.56 in 1995, representing an increase of $.15 or 27%
per share. These increases are primarily due to an increase in property net
operating income 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 $236,000 from $2,894,000 in 1995 to $3,130,000 in 1996. This increase
is attributable to an increase in rental income at both the Company's
mini-warehouse and business park operations combined with a decrease in the
Company's depreciation expense of $203,000 from $2,044,000 in 1995 to $1,841,000
in 1996 due to certain assets being fully depreciated.
Rental income for the mini-warehouse operations increased $198,000 or 3%
from $5,889,000 in 1995 to $6,087,000 in 1996. Cost of operations (including
management fees paid to an affiliate of the Company) increased $202,000 or 10%
from $1,965,000 in 1995 to $2,167,000 in 1996. The results of these changes was
a net decrease in property net operating income before depreciation expense of
$4,000 from $3,924,000 in 1995 to $3,920,000 in 1996. The Company's California
and Michigan properties contributed 88% to the increase in rental income as a
result of increased rental rates at all of the properties located in those two
states. The increase in cost of operations is primarily due to increases in
payroll, repairs and maintenance, advertising and property tax expense. Repairs
and maintenance increased primarily as a result of increases in snow removal and
landscaping costs. Snow removal costs increased due to the higher than normal
snow levels experienced at the Company's properties located in the eastern
states. Property taxes increased primarily due to one-time property tax refunds
received for the Company's Fairfax, Virginia property and one of the Company's
Los Angeles properties in 1995.
Property net operating income before depreciation expense with respect to
the Company's business park facilities increased by $37,000 or 4% from
$1,014,000 in 1995 to $1,051,000 in 1996. This increase is primarily due to an
increase in rental income offset by an increase in cost of operations.
Approximately 82% of the increase in rental income from business park operations
was generated by the Company's Virginia facility. This increase is attributable
to increased rental rates on new leases and stipulated increases on leases
already in place. The increase in cost of operations is due to increases in
payroll, repairs and maintenance and property tax expense. Repairs and
maintenance increased as a result of an increase in snow removal cost incurred
by the Company's Virginia facility.
Weighted average occupancy levels were 88% for the mini-warehouse
facilities and 99% for the business park facilities in 1996 compared to 89% for
the mini-warehouse facilities and 99% for the business park facilities 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 $33,000 in management fees,
based on the management fees that would have been payable on rental income
generated in 1996 compared to the amount prepaid.
During 1996, the Company incurred $6,000 in interest expense on its line of
credit facility.
YEAR ENDED DECEMBER 31, 1995 COMPARED TO YEAR ENDED DECEMBER 31, 1994. Net
income in 1995 was $2,384,000 compared to $1,966,000 in 1994, representing an
increase of $418,000 or 21%. Net income per fully diluted Series A share was
$.56 in 1995 compared to $.45 in 1994, representing an increase of $.11 or 24%
per share. This increase is primarily due to an increase in property net
operating income at the Company's facilities offset by environmental costs
incurred on the Company's properties in the fourth quarter of 1995 (see
discussion below). 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.
14
<PAGE>
During 1995, property net operating income (rental income less cost of
operations, management fees paid to affiliates and depreciation expense)
increased $726,000 from $2,168,000 in 1994 to $2,894,000 in 1995. This increase
is attributable to an increase in rental income at both the Company's
mini-warehouse and business park operations and a decrease in the Company's
depreciation expense of $213,000 from $2,257,000 in 1994 to $2,044,000 in 1995.
Rental income for the mini-warehouse operations increased $355,000 or 6%
from $5,534,000 in 1994 to $5,889,000 in 1995. Cost of operations (including
management fees paid to an affiliate of the Company) decreased $66,000 or 3%
from $2,031,000 in 1994 to $1,965,000 in 1995. The results of these changes was
a net increase in property net operating income before depreciation expense of
$421,000 or 12% from $3,503,000 in 1994 to $3,924,000 in 1995. The Company's
California and Michigan properties contributed 57% to the increase in rental
income primarily as a result of an increase in rental rates at a majority of the
properties in those two states. The decrease in cost of operations is mainly due
to a decrease in property tax expense offset by increases in payroll and
management fees (as a result of increased revenues). The decrease in property
taxes is due to a one-time personal property tax refund of $17,000 received on
behalf of the Company's Fairfax, Virginia property in June 1995 and an $80,000
tax refund received from appealing a prior period tax assessment on one of the
Company's Los Angeles properties in September 1995.
Property net operating income before depreciation expense with respect to
the Company's business park facilities increased by $91,000 or 10% from $923,000
in 1994 to $1,014,000 in 1995. This increase is primarily due to an increase in
rental income offset by a slight increase in cost of operations. Approximately
96% of the increase in rental income from business park operations was generated
by the Company's Virginia facility. This increase is attributable to an increase
in occupancy levels and rental rates caused by scheduled escalations in leases.
The increase in cost of operations is due to increases in payroll expense and
utilities offset by a decrease in property tax expense. The increase in
utilities is primarily due to an increase in electrical costs at the Fairfax
facility primarily as a result of increased occupancy.
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 $343,000 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 89% for the mini-warehouse
facilities and 99% for the business park facilities in 1995 compared to 89% for
the mini-warehouse facilities and 97% for the business park facilities in 1994.
During 1994, the Company incurred $18,000 in interest expense on its term
loan. No such expense was incurred in 1995 since the Company paid off its term
loan prior to maturity in May 1994.
Mini-warehouse Operating Trends.
- --------------------------------
The following table illustrates the operating trends for the Company's 13
mini-warehouses:
<TABLE>
<CAPTION>
For the year ended December 31,
------------------------------------------
1996 1995 1994
---------- --------- --------
<S> <C> <C> <C>
Weighted average occupancy level 88% 89% 89%
Realized monthly rent per occupied
square foot (1) $.72 $.70 $.66
Operating margin: (2)
Before reduction for depreciation expense 64% 67% 63%
After reduction for depreciation expense 42% 44% 44%
</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.
15
<PAGE>
(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.
Liquidity and Capital Resources.
- --------------------------------
CAPITAL STRUCTURE. The Company's financial profile has been characterized
by increasing net income, 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
$4,122,000 in 1994 to $4,846,000 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 $4,788,000 and $4,771,000, 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.
The Company has an unsecured revolving credit facility with a bank for
borrowings up to $6,000,000 for working capital purposes and to repurchase the
Company's stock. Outstanding borrowings on the credit facility which, at the
Company's option, bear interest at either the bank's prime rate plus .25% or the
bank's LIBOR rate plus 2.25%, will convert to a term loan on April 1, 1997.
Interest is payable monthly until maturity. Principal will be payable quarterly
beginning on April 1, 1997. On January 1, 2002, the remaining unpaid principal
and interest is due and payable. During the first quarter of 1996, the Company
borrowed and repaid $450,000 on its line of credit facility. At December 31,
1996, there was no outstanding balance on the credit facility.
The following table summarizes the Company's ability to make capital
improvements to maintain its facilities and make principal payments on its
outstanding debt 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 $2,947,000 $2,384,000 $1,966,000
Environmental cost - 343,000 -
Depreciation 1,841,000 2,044,000 2,257,000
---------- ---------- ----------
Funds from operations
(Net cash provided by operating activities
before changes in working capital components) 4,788,000 4,771,000 4,223,000
Capital improvements to maintain facilities (479,000) (281,000) (259,000)
Principal payments on outstanding debt - - (1,179,000)
---------- ---------- ----------
Funds available for distributions to
shareholders and repurchase of stock 4,309,000 4,490,000 2,785,000
Cash distributions to shareholders (3,426,000) (2,930,000) (1,626,000)
---------- ---------- ----------
Excess funds available for principal payments, cash
distributions to shareholders and repurchase of stock $883,000 $1,560,000 $1,159,000
========== ========== ==========
</TABLE>
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 and distributions to shareholders. For
1997, the Company anticipates expending approximately $492,000 for capital
16
<PAGE>
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 $0.18. In addition, consistent with the
Company's REIT distribution requirements, the Company's Board of Directors
declared a special distribution of $0.33 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 $207,000. 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
------------- ------------ ------------
1987 $140,000 $11,000 $151,000
1988 630,000 55,000 685,000
1989 651,000 57,000 708,000
1990 651,000 57,000 708,000
1991 651,000 57,000 708,000
1992 879,000 76,000 955,000
1993 1,140,000 99,000 1,239,000
1994 2,129,000 187,000 2,316,000
1995 3,118,000 283,000 3,401,000
1996 3,194,000 297,000 3,491,000
------------- ------------ ------------
Total $13,183,000 $1,179,000 $14,362,000
============== ============ ============
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 $13,183,000 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 $47,284,000 in
additional distributions with respect to the Series A shares have been made.
Such amount exceeds the balance in shareholders' equity at December 31, 1996.
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%
17
<PAGE>
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 $1,126,000.
The Company's Board of Directors has authorized the Company to purchase up
to 500,000 shares of Series A common stock. As of December 31, 1996, the Company
had purchased and retired 233,700 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.
18
<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 XIX, 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 XIX, 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-9
Schedule for the years ended December 31, 1996, 1995 and 1994:
III Real Estate and Accumulated Depreciation F-10 - F-11
</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 XIX, Inc.
We have audited the accompanying balance sheets of Public Storage Properties
XIX, 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 XIX,
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 XIX, INC.
BALANCE SHEETS
December 31, 1996 and 1995
1996 1995
---------- ----------
ASSETS
------
<S> <C> <C>
Cash and cash equivalents $1,232,000 $1,296,000
Rent and other receivables 115,000 26,000
Prepaid expenses 113,000 286,000
Real estate facilities at cost:
Building, land improvements and equipment 43,916,000 43,525,000
Land 17,791,000 17,791,000
---------- ----------
61,707,000 61,316,000
Less accumulated depreciation (13,640,000) (11,887,000)
---------- ----------
48,067,000 49,429,000
---------- ----------
Total assets $49,527,000 $51,037,000
=========== ===========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $644,000 $662,000
Dividends payable 1,686,000 1,621,000
Advance payments from renters 229,000 237,000
Shareholders' equity:
Series A common, $.01 par value,
4,342,762 shares authorized,
3,023,371 shares issued and
outstanding (3,091,371 shares
issued and outstanding in 1995) 30,000 31,000
Convertible Series B common, $.01 par
value, 283,224 shares authorized,
issued and outstanding 3,000 3,000
Convertible Series C common, $.01 par
value, 802,466 shares authorized,
issued and outstanding 8,000 8,000
Paid-in-capital 53,652,000 54,656,000
Cumulative net income 7,637,000 4,690,000
Cumulative distributions (14,362,000) (10,871,000)
---------- ----------
Total shareholders' equity 46,968,000 48,517,000
---------- ----------
Total liabilities and shareholders' equity $49,527,000 $51,037,000
=========== ===========
</TABLE>
See accompanying notes.
F-2
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XIX, 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 $8,452,000 $8,200,000 $7,750,000
Interest income 36,000 47,000 24,000
---------- ---------- ----------
8,488,000 8,247,000 7,774,000
---------- ---------- ----------
COSTS AND EXPENSES:
Cost of operations 3,031,000 2,793,000 2,883,000
Management fees paid to affiliates 450,000 469,000 442,000
Depreciation 1,841,000 2,044,000 2,257,000
Administrative 213,000 214,000 208,000
Environmental cost - 343,000 -
Interest expense 6,000 - 18,000
---------- ---------- ----------
5,541,000 5,863,000 5,808,000
---------- ---------- ----------
NET INCOME $2,947,000 $2,384,000 $1,966,000
========== ========== ==========
Primary earnings per share-Series A $0.87 $0.68 $0.55
========== ========== ==========
Fully diluted earnings per share-Series A $0.71 $0.56 $0.45
========== ========== ==========
Dividends declared per share:
Series A $1.05 $1.00 $0.66
========== ========== ==========
Series B $1.05 $1.00 $0.66
========== ========== ==========
Weighted average Common shares outstanding:
Primary- Series A 3,055,821 3,140,396 3,241,888
========== ========== ==========
Fully diluted- Series A 4,141,511 4,226,086 4,327,578
========== ========== ==========
</TABLE>
See accompanying notes.
F-3
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XIX, 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 3,257,071 $33,000 283,224 $3,000 802,466 $8,000
Net income
Repurchase of shares (55,700) (1,000)
Cash distributions declared:
$0.66 per share - Series A
$0.66 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1994 3,201,371 32,000 283,224 3,000 802,466 8,000
Net income
Repurchase of shares (110,000) (1,000)
Cash distributions declared:
$1.00 per share - Series A
$1.00 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1995 3,091,371 31,000 283,224 3,000 802,466 8,000
Net income
Repurchase of shares (68,000) (1,000)
Cash distributions declared:
$1.05 per share - Series A
$1.05 per share - Series B
--------------------------------------------------------------------------------------
Balances at December 31, 1996 3,023,371 $30,000 283,224 $3,000 802,466 $8,000
======================================================================================
</TABLE>
<TABLE>
<CAPTION>
Cumulative Total
Paid-in net Cumulative shareholders'
Capital income distributions equity
----------------------------------------------------------------
<S> <C> <C> <C> <C>
Balances at December 31, 1993 $56,714,000 $340,000 ($5,154,000) $51,944,000
Net income 1,966,000 1,966,000
Repurchase of shares (616,000) (617,000)
Cash distributions declared:
$0.66 per share - Series A (2,129,000) (2,129,000)
$0.66 per share - Series B (187,000) (187,000)
----------------------------------------------------------------
Balances at December 31, 1994 56,098,000 2,306,000 (7,470,000) 50,977,000
Net income 2,384,000 2,384,000
Repurchase of shares (1,442,000) (1,443,000)
Cash distributions declared:
$1.00 per share - Series A (3,118,000) (3,118,000)
$1.00 per share - Series B (283,000) (283,000)
----------------------------------------------------------------
Balances at December 31, 1995 54,656,000 4,690,000 (10,871,000) 48,517,000
Net income 2,947,000 2,947,000
Repurchase of shares (1,004,000) (1,005,000)
Cash distributions declared:
$1.05 per share - Series A (3,194,000) (3,194,000)
$1.05 per share - Series B (297,000) (297,000)
----------------------------------------------------------------
Balances at December 31, 1996 $53,652,000 $7,637,000 ($14,362,000) $46,968,000
================================================================
</TABLE>
See accompanying notes.
F-4
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XIX, 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 $2,947,000 $2,384,000 $1,966,000
Adjustments to reconcile net income to
net cash provided by operating activities:
Depreciation 1,841,000 2,044,000 2,257,000
(Increase) decrease in rent and
other receivables (89,000) (3,000) 1,000
(Increase) decrease in prepaid expenses (34,000) 2,000 (8,000)
Amortization (payment) of prepaid management fees 207,000 (207,000) -
(Decrease) increase in accounts payable (18,000) 421,000 (79,000)
Decrease in advance payments from renters (8,000) (12,000) (15,000)
---------- ---------- ----------
Total adjustments 1,899,000 2,245,000 2,156,000
---------- ---------- ----------
Net cash provided by operating activities 4,846,000 4,629,000 4,122,000
---------- ---------- ----------
Cash flows from investing activities:
Additions to real estate facilities (479,000) (281,000) (259,000)
---------- ---------- ----------
Net cash used in investing activities (479,000) (281,000) (259,000)
---------- ---------- ----------
Cash flows from financing activities:
Distributions paid to shareholders (3,426,000) (2,930,000) (1,626,000)
Payments on note payable to Bank - - (1,179,000)
Borrowing on credit facility 450,000 - -
Repayment of borrowing on credit facility (450,000) - -
Purchase of Company Series Acommon stock (1,005,000) (1,443,000) (617,000)
---------- ---------- ----------
Net cash used in financing activities (4,431,000) (4,373,000) (3,422,000)
---------- ---------- ----------
Net (decrease) increase in cash and
cash and cash equivalents (64,000) (25,000) 441,000
Cash and cash equivalents at
the beginning of the year 1,296,000 1,321,000 880,000
---------- ---------- ----------
Cash and cash equivalents at
the end of the year $1,232,000 $1,296,000 $1,321,000
========== ========== ==========
</TABLE>
See accompanying notes.
F-5
<PAGE>
PUBLIC STORAGE PROPERTIES XIX, INC.
NOTES TO FINANCIAL STATEMENTS
December 31, 1996
1. DESCRIPTION OF BUSINESS
Public Storage Properties XIX, 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 XIX, Ltd. (the
"Partnership") in a reorganization transaction which was effective
October 30, 1991 (the "Reorganization").
The Company owns and operates primarily self-storage
facilities and, to a lesser extent, business park facilities 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 $6,000
and $25,000 in interest costs during 1996 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,
business park facilities. 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 facilities of
$176,000, $416,000 and $618,000 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)
At December 31, 1996, the basis of real estate facilities
(excluding land) for Federal income tax purposes (after adjustment for
accumulated depreciation of $7,879,000) is $33,751,000.
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 $343,000 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 properties were operated by Public Storage Commercial
Properties Group, Inc. ("PSCPG") pursuant to a Management Agreement
which provides for a fee equal to 5% of the facilities' 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 properties
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 $207,000. 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
$13,183,000 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 $47,284,000 in additional
distributions with respect to the Series A shares have been made. Such
amount exceeds the balance in shareholders' equity at December 31,
1996.
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 $46,957,000 $48,506,000
Convertible Series B 3,000 3,000
Convertible Series C 8,000 8,000
------------ ------------
Total $46,968,000 $48,517,000
============ ============
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 500,000 shares of the Company's Series A common stock.
As of December 31, 1996, the Company had purchased and retired 233,700
shares of Series A stock, of which 68,000 and 110,000 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
The Company has an unsecured revolving credit facility with a
bank for borrowings up to $6,000,000 for working capital purposes and
to repurchase the Company's stock. Outstanding borrowings on the
credit facility which, at the Company's option, bear interest at
either the bank's prime rate plus .25% or the bank's LIBOR rate plus
2.25%, will convert to a term loan on April 1, 1997. Interest is
payable monthly until maturity. Principal will be payable quarterly
beginning on April 1, 1997. On January 1, 2002, the remaining unpaid
principal and interest is due and payable.
During the first quarter of 1996, the Company borrowed and repaid
$450,000 on its line of credit facility. At December 31, 1996, there
was no outstanding balance on the 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.
6. 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 $2,045,000 $2,121,000 $2,157,000 $2,165,000
---------- ---------- ---------- ----------
Expenses 1,375,000 1,363,000 1,358,000 1,445,000
---------- ---------- ---------- ----------
Net income $670,000 $758,000 $799,000 $720,000
========== ========== ========== ==========
Primary earnings per share- Series A $0.20 $0.23 $0.25 $0.19
========== ========== ========== ==========
Fully diluted earnings per share- Series A $0.16 $0.18 $0.20 $0.17
========== ========== ========== ==========
Three months ended
------------------------------------------------------------
March 1995 June 1995 Sept. 1995 Dec. 1995
---------- ---------- ---------- ----------
Revenues $1,997,000 $2,051,000 $2,116,000 $2,083,000
---------- ---------- ---------- ----------
Expenses 1,442,000 1,410,000 1,272,000 1,739,000
---------- ---------- ---------- ----------
Net income $555,000 $641,000 $844,000 $344,000
========== ========== ========== ==========
Primary earnings per share- Series A $0.16 $0.19 $0.25 $0.08
========== ========== ========== ==========
Fully diluted earnings per share- Series A $0.13 $0.15 $0.20 $0.08
========== ========== ========== ==========
</TABLE>
F-9
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XIX, 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>
2/88 Lilburn / Arcado - $357,000 $1,244,000 $68,000
3/88 Parma / Brookpark Road - 636,000 1,603,000 28,000
1/89 Davie / State Road 84 - 1,011,000 2,149,000 98,000
9/88 Allen Park / Enterprise - 490,000 1,662,000 19,000
8/88 Aurora / Smokey Hill - 918,000 1,487,000 50,000
4/89 San Diego / 16th Street - 2,349,000 3,168,000 150,000
1/89 Sterling Heights / Mound - 538,000 1,604,000 8,000
3/89 Los Angeles / Boyle Ave - 1,127,000 2,207,000 49,000
8/88 Littleton / Kipling - 569,000 1,018,000 26,000
4/89 Sacramento / 57th Street - 604,000 1,301,000 32,000
1/90 Los Angeles / Burchard - 1,531,000 2,603,000 48,000
3/90 Miami Sw 28th Lane - 1,389,000 2,845,000 106,000
Business Parks:
5/89 San Ramon/ Norris Canyon - 2,470,000 3,695,000 1,423,000
Combination:
(1) Fairfax / Alban Rd - 3,802,000 11,425,000 3,800,000
--------------------------------------------------------------
- $17,791,000 $38,011,000 $5,905,000
==============================================================
</TABLE>
<TABLE>
<CAPTION>
Gross Carrying Amount At December 31, 1996
------------------------------------------ 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>
2/88 Lilburn / Arcado $357,000 $1,312,000 $1,669,000 ($440,000) 5-25 Years
3/88 Parma / Brookpark Road 636,000 1,631,000 2,267,000 (570,000) 5-25 Years
1/89 Davie / State Road 84 1,011,000 2,247,000 3,258,000 (710,000) 5-25 Years
9/88 Allen Park / Enterprise 490,000 1,681,000 2,171,000 (500,000) 5-25 Years
8/88 Aurora / Smokey Hill 918,000 1,537,000 2,455,000 (502,000) 5-25 Years
4/89 San Diego / 16th Street 2,349,000 3,318,000 5,667,000 (986,000) 5-25 Years
1/89 Sterling Heights / Mound 538,000 1,612,000 2,150,000 (470,000) 5-25 Years
3/89 Los Angeles / Boyle Ave 1,127,000 2,256,000 3,383,000 (694,000) 5-25 Years
8/88 Littleton / Kipling 569,000 1,044,000 1,613,000 (355,000) 5-25 Years
4/89 Sacramento / 57th Street 604,000 1,333,000 1,937,000 (412,000) 5-25 Years
1/90 Los Angeles / Burchard 1,531,000 2,651,000 4,182,000 (698,000) 5-25 Years
3/90 Miami Sw 28th Lane 1,389,000 2,951,000 4,340,000 (786,000) 5-25 Years
Business Parks:
5/89 San Ramon/ Norris Canyon 2,470,000 5,118,000 7,588,000 (2,317,000) 5-25 Years
Combination:
(1) Fairfax / Alban Rd 3,802,000 15,225,000 19,027,000 (4,200,000) 5-25 Years
-----------------------------------------------------------------
$17,791,000 $43,916,000 $61,707,000 ($13,640,000)
=================================================================
</TABLE>
(1) Completion dates for mini-warehouse and business park were 3/90 and 10/90,
respectively.
F-10
<PAGE>
<TABLE>
<CAPTION>
PUBLIC STORAGE PROPERTIES XIX, 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 $61,316,000 $61,173,000 $61,236,000
Additions during the period:
Improvements 479,000 281,000 259,000
Deductions during the period: (88,000) (138,000) (322,000)
----------------------------------------------------------------
Balance at the close of the period $61,707,000 $61,316,000 $61,173,000
================================================================
ACCUMULATED DEPRECIATION RECONCILIATION
Years Ended December 31,
----------------------------------------------------------------
1996 1995 1994
----------------------------------------------------------------
Balance at the beginning of the period $11,887,000 $9,981,000 $8,046,000
Additions during the period:
Depreciation 1,839,000 2,044,000 2,234,000
Deductions during the period: (86,000) (138,000) (299,000)
----------------------------------------------------------------
Balance at the close of the period $13,640,000 $11,887,000 $9,981,000
================================================================
</TABLE>
(b) The aggregate depreciable cost of real estate (excluding land) for Federal
income tax purposes is $41,630,000.
F-11
<PAGE>
PUBLIC STORAGE PROPERTIES XIX, 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 Credit Agreement between the Company and Wells Fargo Bank National
Association dated January 1, 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, 1991 and
incorporated herein by reference.
10.5 Revolving Credit and Term Loan Agreement between the Company and
Manufacturers Bank dated December 22, 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.
27 Financial Data Schedule. Filed herewith.
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<NAME> PUBLIC STORAGE PROPERTIES XIX, INC.
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<S> <C>
<PERIOD-TYPE> 12-Mos
<FISCAL-YEAR-END> Dec-31-1996
<PERIOD-START> Jan-01-1996
<PERIOD-END> Dec-31-1996
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<CASH> 1,232,000
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0
0
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