UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the quarterly period ended September 30, 2009
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from to .
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Commission File Number: 001-33519
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PUBLIC STORAGE
--------------
(Exact name of registrant as specified in its charter)
Maryland 95-3551121
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(State or other jurisdiction of (I.R.S. Employer Identification Number)
incorporation or organization)
701 Western Avenue, Glendale, California 91201-2349
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (818) 244-8080.
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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 at least the past 90 days.
[X] Yes [ ] No
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter) during the preceding 12 months (or for such shorter period that
the registrant was required to submit and post such files).
[X] Yes [ ] No
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting company. See
the definitions of "large accelerated filer", "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer [X] Accelerated Filer [ ] Non-accelerated Filer [ ]
Smaller Reporting Company [ ]
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
[ ] Yes [X] No
Indicate the number of the registrant's outstanding common shares of beneficial
interest, as of November 5, 2009:
Common Shares of beneficial interest, $.10 par value per share - 169,539,239
shares
PUBLIC STORAGE
INDEX
Pages
PART I. FINANCIAL INFORMATION
---------------------
Item 1. Financial Statements (Unaudited)
Condensed Consolidated Balance Sheets at
September 30, 2009 and December 31, 2008 1
Condensed Consolidated Statements of Income for the
Three and Nine Months Ended September 30, 2009 and 2008 2
Condensed Consolidated Statement of Equity
for the Nine Months Ended September 30, 2009 3
Condensed Consolidated Statements of Cash Flows
for the Nine Months Ended September 30, 2009 and 2008 4 - 5
Notes to Condensed Consolidated Financial Statements 6 - 36
Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations 37 - 63
Item 3. Quantitative and Qualitative Disclosures about Market Risk 64
Item 4. Controls and Procedures 65
PART II. OTHER INFORMATION (Items 3, 4 and 5 are not applicable)
-----------------
Item 1. Legal Proceedings 66
Item 1A. Risk Factors 66
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 66 - 67
Item 6. Exhibits 67
PUBLIC STORAGE
CONDENSED CONSOLIDATED BALANCE SHEETS
(Amounts in thousands, except share data)
(Unaudited)
September 30, December 31,
2009 2008
--------------- ---------------
ASSETS
Cash and cash equivalents.................................................... $ 670,928 $ 680,701
Real estate facilities, at cost:
Land...................................................................... 2,715,851 2,716,254
Buildings................................................................. 7,551,179 7,490,768
--------------- ---------------
10,267,030 10,207,022
Accumulated depreciation.................................................. (2,650,793) (2,405,473)
--------------- ---------------
7,616,237 7,801,549
Construction in process................................................... 17,735 20,340
--------------- ---------------
7,633,972 7,821,889
Investment in real estate entities........................................... 613,800 544,598
Goodwill, net................................................................ 174,634 174,634
Intangible assets, net....................................................... 39,366 52,005
Loan receivable from Shurgard Europe......................................... 571,783 552,361
Other assets................................................................. 104,892 109,857
--------------- ---------------
Total assets................................................... $ 9,809,375 $ 9,936,045
=============== ===============
LIABILITIES AND EQUITY
Notes payable................................................................ $ 521,662 $ 643,811
Accrued and other liabilities................................................ 236,461 212,353
--------------- ---------------
Total liabilities................................................... 758,123 856,164
Redeemable noncontrolling interests in subsidiaries (Note 7)................. 12,810 12,777
Commitments and contingencies (Note 12)
Equity:
Public Storage shareholders' equity:
Cumulative Preferred Shares of beneficial interest, $0.01 par value,
100,000,000 shares authorized, 886,140 shares issued (in series) and
outstanding, (887,122 at December 31, 2008) at liquidation
preference............................................................ 3,399,777 3,424,327
Common Shares of beneficial interest, $0.10 par value, 650,000,000 shares
authorized, 168,392,420 shares issued and outstanding (168,279,732 at
December 31, 2008)..................................................... 16,840 16,829
Equity Shares of beneficial interest, Series A, $0.01 par value,
100,000,000 shares authorized, 8,377.193 shares issued and
outstanding........................................................... - -
Paid-in capital.......................................................... 5,677,367 5,590,093
Retained deficit......................................................... (177,603) (290,323)
Accumulated other comprehensive loss..................................... (12,275) (31,931)
--------------- ---------------
Total Public Storage shareholders' equity.......................... 8,904,106 8,708,995
Equity of permanent noncontrolling interests in subsidiaries (Note 7) .... 134,336 358,109
--------------- ---------------
Total equity........................................................... 9,038,442 9,067,104
--------------- ---------------
Total liabilities and equity................................... $ 9,809,375 $ 9,936,045
=============== ===============
See accompanying notes.
1
PUBLIC STORAGE
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(Amounts in thousands, except per share amounts)
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ------------------------------
2009 2008 2009 2008
------------ ------------ ------------- -------------
Revenues:
Self-storage facilities................................... $ 378,207 $ 392,738 $ 1,121,076 $ 1,197,781
Ancillary operations...................................... 27,800 26,946 81,741 83,693
Interest and other income................................. 6,857 11,485 22,006 25,343
------------ ------------ ------------- -------------
412,864 431,169 1,224,823 1,306,817
------------ ------------ ------------- -------------
Expenses:
Cost of operations:
Self-storage facilities................................ 121,261 121,579 379,213 406,358
Ancillary operations................................... 7,493 3,756 27,520 27,124
Depreciation and amortization.............................. 85,908 91,084 254,670 308,153
General and administrative................................. 8,654 8,879 26,532 56,968
Interest expense........................................... 7,289 9,099 22,705 35,187
------------ ------------ ------------- -------------
230,605 234,397 710,640 833,790
------------ ------------ ------------- -------------
Income from continuing operations before equity in earnings
of real estate entities, gains on disposition of real
estate investments, net, casualty loss, gain on early
retirement of debt and foreign currency exchange gain
(loss).................................................... 182,259 196,772 514,183 473,027
Equity in earnings of real estate entities................... 8,824 6,318 39,033 13,679
Gains on disposition of real estate investments, net......... 30,573 1,024 33,295 342,797
Casualty loss................................................ - (525) - (525)
Gain on early retirement of debt............................. - - 4,114 -
Foreign currency exchange gain (loss)........................ 21,429 (53,172) 19,901 (12,203)
------------ ------------ ------------- -------------
Income from continuing operations............................ 243,085 150,417 610,526 816,775
Discontinued operations...................................... 866 (2,475) (7,759) (4,937)
------------ ------------ ------------- -------------
Net income................................................... 243,951 147,942 602,767 811,838
Net income allocated (to) from noncontrolling equity
interests:
Based upon income of the consolidated entities............ (6,642) (10,611) (21,284) (28,352)
Based upon repurchases of preferred partnership units..... - - 72,000 -
------------ ------------ ------------- -------------
Net income allocable to Public Storage shareholders.......... $ 237,309 $ 137,331 $ 653,483 $ 783,486
============ ============ ============= =============
Allocation of net income to (from) Public Storage
shareholders:
Preferred shareholders based on distributions paid........ $ 58,108 $ 60,333 $ 174,324 $ 180,999
Preferred shareholders based on repurchases............... - - (6,218) -
Equity Shares, Series A................................... 5,131 5,356 15,393 16,068
Restricted share units ................................... 577 183 1,509 2,154
Common shareholders....................................... 173,493 71,459 468,475 584,265
------------ ------------ ------------- -------------
$ 237,309 $ 137,331 $ 653,483 $ 783,486
============ ============ ============= =============
Net income per common share - basic
Continuing operations..................................... $ 1.02 $ 0.44 $ 2.83 $ 3.50
Discontinued operations................................... 0.01 (0.01) (0.05) (0.03)
------------ ------------ ------------- -------------
$ 1.03 $ 0.43 $ 2.78 $ 3.47
============ ============ ============= =============
Net income per common share - diluted
Continuing operations..................................... $ 1.02 $ 0.43 $ 2.83 $ 3.49
Discontinued operations................................... 0.01 (0.01) (0.05) (0.03)
------------ ------------ ------------- -------------
$ 1.03 $ 0.42 $ 2.78 $ 3.46
============ ============ ============= =============
Basic weighted average common shares outstanding............. 168,373 168,133 168,344 168,248
============ ============ ============= =============
Diluted weighted average common shares outstanding........... 169,043 168,560 168,681 168,673
============ ============ ============= =============
Equity Shares, Series A (basic and diluted):
Net income per share ................................... $ 0.61 $ 0.61 $ 1.84 $ 1.84
============ ============ ============= =============
Weighted average depositary shares...................... 8,377 8,744 8,377 8,744
============ ============ ============= =============
See accompanying notes.
2
PUBLIC STORAGE
CONDENSED CONSOLIDATED STATEMENT OF EQUITY
(Amounts in thousands, except share data)
(Unaudited)
Accumulated
Cumulative Retained Other
Preferred Common Paid-in Earnings Comprehensive
Shares Shares Capital (Defict) Loss
------------- ---------- ------------- ------------ -------------
Balance at December 31, 2008....................... $ 3,424,327 $ 16,829 $ 5,590,093 $ (290,323) $ (31,931)
Repurchase of cumulative preferred shares (982,000
shares) (Note 8)................................. (24,550) - 7,015 - -
Repurchase of preferred partnership units (Note 7). - - 72,000 - -
Issuance of common shares in connection with
share-based compensation (112,688 shares)
(Note 10)....................................... - 11 1,888 - -
Stock-based compensation expense, net of cash
compensation in lieu of common shares (Note 10). - - 6,371 - -
Adjustments of redeemable noncontrolling
interests in subsidiaries to liquidation value
(Note 7)........................................ - - - (256) -
Net income......................................... - - - 602,767 -
Net income allocated based upon income of the
consolidated entities to (Note 7):
Redeemable noncontrolling interests in
subsidiaries................................. - - - (753) -
Permanent noncontrolling equity interests...... - - - (20,531) -
Distributions to equity holders:
Cumulative preferred shares (Note 8)............ - - - (174,324) -
Permanent noncontrolling interests in
subsidiaries ................................. - - - - -
Equity Shares, Series A ($1.838 per depositary
share)........................................ - - - (15,393) -
Holders of unvested restricted share units...... - - - (1,006) -
Common Shares ($1.65 per share)................. - - - (277,784) -
Other comprehensive income: Currency translation
adjustments (Note 2)............................. - - - - 19,656
------------- ---------- ------------- ------------ -------------
Balance at September 30, 2009...................... $ 3,399,777 $ 16,840 $ 5,677,367 $ (177,603) $ (12,275)
============= ========== ============= ============ =============
Equity of
Total Public Permanent
Storage Noncontrolling
Shareholders' Interests
Equity In Subsidiaries Total Equity
-------------- --------------- ------------
Balance at December 31, 2008....................... $ 8,708,995 $ 358,109 $ 9,067,104
Repurchase of cumulative preferred shares (982,000
shares) (Note 8)................................. (17,535) - (17,535)
Repurchase of preferred partnership units (Note 7). 72,000 (225,000) (153,000)
Issuance of common shares in connection with
share-based compensation (112,688 shares)
(Note 10)....................................... 1,899 - 1,899
Stock-based compensation expense, net of cash
compensation in lieu of common shares (Note 10). 6,371 - 6,371
Adjustments of redeemable noncontrolling
interests in subsidiaries to liquidation value
(Note 7)........................................ (256) - (256)
Net income......................................... 602,767 - 602,767
Net income allocated based upon income of the
consolidated entities to (Note 7):
Redeemable noncontrolling interests in
subsidiaries................................. (753) - (753)
Permanent noncontrolling equity interests...... (20,531) 20,531 -
Distributions to equity holders:
Cumulative preferred shares (Note 8)............ (174,324) - (174,324)
Permanent noncontrolling interests in
subsidiaries ................................. - (19,304) (19,304)
Equity Shares, Series A ($1.838 per depositary
share)........................................ (15,393) - (15,393)
Holders of unvested restricted share units...... (1,006) - (1,006)
Common Shares ($1.65 per share)................. (277,784) - (277,784)
Other comprehensive income: Currency translation
adjustments (Note 2)............................. 19,656 - 19,656
-------------- --------------- ------------
Balance at September 30, 2009...................... $ 8,904,106 $ 134,336 $ 9,038,442
============== =============== ============
See accompanying notes.
3
PUBLIC STORAGE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
For the Nine Months Ended
September 30,
-----------------------------
2009 2008
------------- -------------
Cash flows from operating activities:
Net income............................................................... $ 602,767 $ 811,838
Adjustments to reconcile net income to net cash provided by operating
activities:
Gain on disposition of real estate investments, including amounts in
discontinued operations.............................................. (39,313) (342,797)
Gain on early retirement of debt........................................ (4,114) -
Impairment charge on intangible asset................................... 8,205 -
Depreciation and amortization including amounts in discontinued
operations........................................................... 256,108 309,911
Pro-rata share of PSB's income allocations from preferred repurchases... (16,284) -
Distributions received from real estate entities in excess of other
equity in earnings................................................... 13,391 17,792
Foreign currency exchange (gain) loss................................... (19,901) 12,203
Adjustments for stock-based compensation, amortization of note premium,
and other............................................................ 36,670 314
------------- -------------
Total adjustments.................................................... 234,762 (2,577)
------------- -------------
Net cash provided by operating activities............................ 837,529 809,261
------------- -------------
Cash flows from investing activities:
Capital improvements to real estate facilities ......................... (52,449) (72,629)
Construction in process................................................. (11,029) (57,972)
Acquisitions of real estate facilities.................................. - (31,608)
Proceeds from the disposition of interest in Shurgard Europe (Note 3)... - 609,059
Proceeds from sales of real estate and other real estate investments.... 10,464 1,133
Deconsolidation of Shurgard Europe (Note 3)............................. - (34,588)
Acquisition of common stock of PS Business Parks....................... (17,825) -
Investment in Shurgard Europe........................................... - (54,702)
Other acquisitions of investments in real estate entities............... - (11,961)
Other investing activities.............................................. (4,321) 22,417
------------- -------------
Net cash (used in) provided by investing activities.................. (75,160) 369,149
------------- -------------
Cash flows from financing activities:
Principal payments on notes payable..................................... (5,601) (44,698)
Redemption of senior unsecured notes payable............................ (109,622) -
Proceeds from borrowing on debt of Existing European Joint Ventures..... - 14,654
Net proceeds from the issuance of common shares......................... 1,899 9,868
Repurchases of common shares............................................ - (111,903)
Repurchases of cumulative preferred shares.............................. (17,535) -
Repurchases of permanent noncontrolling equity interests................ (153,000) -
Distributions paid to Public Storage shareholders....................... (468,507) (475,569)
Distributions paid to noncontrolling equity interests................... (20,280) (28,936)
------------- -------------
Net cash used in financing activities................................ (772,646) (636,584)
------------- -------------
Net (decrease) increase in cash and cash equivalents........................ (10,277) 541,826
Net effect of foreign exchange translation on cash.......................... 504 2,024
Cash and cash equivalents at the beginning of the period.................... 680,701 245,444
------------- -------------
Cash and cash equivalents at the end of the period.......................... $ 670,928 $ 789,294
============= =============
See accompanying notes.
4
PUBLIC STORAGE
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Amounts in thousands)
(Unaudited)
(Continued)
For the Nine Months Ended
September 30,
-----------------------------
2009 2008
------------- -------------
Supplemental schedule of non cash investing and financing activities:
FOREIGN CURRENCY TRANSLATION ADJUSTMENT:
Real estate facilities, net of accumulated depreciation........... $ (1,440) $ (94,488)
Construction in process........................................... - (956)
Investment in real estate entities................................ (18,191) 31,410
Intangible assets, net............................................ - (4,536)
Loan receivable from Shurgard Europe.............................. (19,422) 52,738
Other assets...................................................... - (3,699)
Notes payable..................................................... - 28,912
Accrued and other liabilities..................................... - 5,879
Permanent noncontrolling interests in subsidiaries................ - 7,249
Accumulated other comprehensive income............................ 39,557 (20,485)
Deconsolidation of Shurgard Europe (Note 3):
Real estate facilities, net of accumulated depreciation........... - 1,693,524
Construction in process........................................... - 10,886
Investment in real estate entities................................ - (594,330)
Loan receivable from Shurgard Europe.............................. - (618,822)
Intangible assets, net............................................ - 78,135
Other assets...................................................... - 68,486
Notes payable..................................................... - (424,995)
Accrued and other liabilities..................................... - (98,571)
Permanent noncontrolling equity interests in subsidiaries......... - (148,901)
Real estate disposed of in exchange for other asset................... 2,941 -
Other asset received in exchange for disposal of real estate.......... (2,941) -
Real estate acquired in exchange for assumption of mortgage note...... - (10,250)
Mortgage note assumed in connection with the acquisition of real
estate......................................................... - 10,250
Revaluation of notes payable:
Notes payable..................................................... - 224
Other assets...................................................... - (224)
Revaluation of redeemable noncontrolling interests:
Retained deficit.................................................. (256) -
Redeemable noncontrolling interests................................ 256 -
See accompanying notes.
5
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
1. Description of the Business
---------------------------
Public Storage (referred to herein as "the Company", "the Trust",
"we", "us", or "our"), a Maryland real estate investment trust, was
organized in 1980. Our principal business activities include the
acquisition, development, ownership and operation of self-storage
facilities which offer storage spaces for lease, generally on a
month-to-month basis, for personal and business use. Our self-storage
facilities are located primarily in the United States ("U.S."). We also
have interests in self-storage facilities located in seven Western European
countries.
At September 30, 2009, we had direct and indirect equity interests
in 2,010 self-storage facilities located in 38 states operating under the
"Public Storage" name, and 187 self-storage facilities located in Europe
which operate under the "Shurgard Storage Centers" name. Included in the
2,010 self-storage facilities is one facility for which we discontinued
operations during the nine months ended September 30, 2009 in connection
with an eminent domain proceeding. We also have direct and indirect equity
interests in approximately 21 million net rentable square feet of
commercial space located in 11 states in the U.S. primarily operated by PS
Business Parks, Inc. ("PSB") under the "PS Business Parks" name.
Any reference to the number of properties, square footage, number
of tenant reinsurance policies outstanding and the aggregate coverage of
such reinsurance policies are unaudited and outside the scope of our
independent registered public accounting firm's review and audit of our
financial statements in accordance with the standards of the Public Company
Accounting Oversight Board.
2. Summary of Significant Accounting Policies
------------------------------------------
Basis of Presentation
---------------------
The accompanying unaudited condensed consolidated financial
statements have been prepared in accordance with U.S. generally accepted
accounting principles ("GAAP") as defined in the Financial Accounting
Standards Board Accounting Standards Codification (the "Codification"),
including the related guidance with respect to interim financial
information, and in conformity with the instructions to Form 10-Q and
Article 10 of Regulation S-X. Accordingly, they do not include all of the
information and notes required by GAAP for complete financial statements.
In the opinion of management, all adjustments (consisting of normal and
recurring adjustments) considered necessary for a fair presentation have
been reflected in these unaudited condensed consolidated financial
statements. Operating results for the three and nine months ended September
30, 2009 are not necessarily indicative of the results that may be expected
for the year ending December 31, 2009 due to seasonality and other factors.
The accompanying unaudited condensed consolidated financial statements
should be read together with the consolidated financial statements and
related notes included in the Company's Annual Report on Form 10-K for the
year ended December 31, 2008.
Certain amounts previously reported in our December 31, 2008 and
September 30, 2008 financial statements have been reclassified to conform
to the September 30, 2009 presentation, including discontinued operations,
the grouping of the separate captions "cumulative earnings" and "cumulative
distributions" into "retained deficit" on our condensed consolidated
balance sheet, as well as reclassifications required by newly implemented
accounting standards described below.
The Company has evaluated subsequent events through November 6,
2009, which represents the filing date of this Form 10-Q with the
Securities and Exchange Commission ("SEC"). As of November 6, 2009, there
were no undisclosed subsequent events which required recognition or
disclosure.
6
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Adjustments due to accounting pronouncements becoming effective
----------------------------------------------------------------
January 1, 2009
---------------
On January 1, 2009, accounting standards promulgated by the FASB
became effective which affected the classification of ownership interests
other than those in the Company, such as limited partnership interests in
entities that are consolidated in the financial statements of the Company.
In accordance with these standards, we have reclassified the equity
interests previously referred to as minority interests on our balance sheet
at December 31, 2008 to "permanent noncontrolling interests in
subsidiaries" or "redeemable noncontrolling interests in subsidiaries."
These reclassifications increased equity by $351,640,000, increased
retained deficit by $6,469,000, increased redeemable noncontrolling
interests in subsidiaries by $12,777,000, and decreased minority interest
by $364,417,000, as compared to the amounts previously presented as of
December 31, 2008. On our condensed consolidated statement of income,
income allocations to the aforementioned equity interests were reclassified
from "minority interest in income", a reduction to income, to "income
allocated to noncontrolling interests in subsidiaries," an allocation of
net income in calculating net income allocable to our common shareholders.
These adjustments increased net income $10,611,000 and $28,352,000 for the
three and nine months ended September 30, 2008, respectively, but had no
impact upon net income allocable to our common shareholders or on earnings
per common share, as compared to amounts previously presented.
In addition, FASB accounting standards became effective January 1,
2009 which required the "two class" method of allocating income with
respect to our restricted share units to determine basic and diluted
earnings per common share. Previously, all restricted share units were
included in weighted average diluted shares, using the treasury stock
method. This change resulted in a decrease in income allocable to our
common shareholders of approximately $183,000 and $2,154,000 and a decrease
in diluted weighted average common shares outstanding of 359,000 and
315,000 for the three and nine months ended September 30, 2008,
respectively. As a result of these changes, basic and diluted earnings per
common share each decreased approximately $0.02 and $0.01, respectively, as
compared to amounts previously presented for the nine months ended
September 30, 2008. These changes had no impact on the basic and diluted
earnings per common share amounts previously presented for the three months
ended September 30, 2008.
Consolidation Policy
--------------------
Pursuant to Codification Section 810-10-15-14, any entity where a)
the equity is insufficient to finance its activities without additional
subordinated financial support provided by any parties, or b) the equity
holders as a group lack specific characteristics, as defined in the
Codification, of a controlling financial interest, is considered a Variable
Interest Entities ("VIE"). VIEs in which we are the primary beneficiary are
consolidated. Entities that are not VIEs that we control are consolidated.
When we are the general partner, we are presumed to control the
partnership unless the limited partners possess either a) the substantive
ability to dissolve the partnership or otherwise remove us as general
partner without cause (commonly referred to as "kick-out rights"), or b)
the right to participate in substantive operating and financial decisions
of the limited partnership that are expected to be made in the course of
the partnership's business.
The accounts of the entities we control, along with the accounts
of the VIE's for which we are the primary beneficiary, are included in our
condensed consolidated financial statements, and all intercompany balances
and transactions are eliminated. We account for our investment in entities
that we do not consolidate using the equity method of accounting or, if we
7
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
do not have the ability to exercise significant influence over an investee,
the cost method of accounting. Changes in consolidation status are
reflected effective the date the change of control or determination of
primary beneficiary status occurred, and previously reported periods are
not restated. The entities that we consolidate during the periods, to which
the reference applies, are referred to hereinafter as the "Consolidated
Entities." The entities that we have an interest in but do not consolidate
during the periods, to which the reference applies, are referred to
hereinafter as the "Unconsolidated Entities."
Collectively, at September 30, 2009, the Company and the
Consolidated Entities own a total of 2,000 real estate facilities,
consisting of 1,991 self-storage facilities in the U.S., one self-storage
facility in London, England and eight commercial facilities in the U.S.
At September 30, 2009, the Unconsolidated Entities are comprised
of PSB, Shurgard Europe, as well as various limited and joint venture
partnerships (referred to as the "Other Investments"). At September 30,
2009, PSB owns approximately 19.6 million rentable square feet of
commercial space, Shurgard Europe has interests in 186 self-storage
facilities in Europe with 9.9 million net rentable square feet, and the
Other Investments own in aggregate 19 self-storage facilities with 1.1
million net rentable square feet in the U.S.
Use of Estimates
----------------
The preparation of the condensed consolidated financial statements
in conformity with GAAP requires management to make estimates and
assumptions that affect the amounts reported in the consolidated financial
statements and accompanying notes. Actual results could differ from those
estimates.
Income Taxes
------------
For all taxable years subsequent to 1980, the Company has
qualified and intends to continue to qualify as a real estate investment
trust ("REIT"), as defined in Section 856 of the Internal Revenue Code. As
a REIT, we do not incur federal or significant state tax on that portion of
our taxable income which is distributed to our shareholders, provided that
we meet certain tests. We believe we have met these tests during 2008 and
we expect to meet these tests during 2009 and, accordingly, no provision
for federal income taxes has been made in the accompanying condensed
consolidated financial statements on income produced and distributed on
real estate rental operations. We have business operations in taxable REIT
subsidiaries that are subject to regular corporate tax on their taxable
income, and such corporate taxes are presented in ancillary cost of
operations in our accompanying condensed consolidated statements of income.
We also are subject to certain state taxes, which are presented in general
and administrative expense in our accompanying condensed consolidated
statements of income. We have concluded that there are no significant
uncertain tax positions requiring recognition in our financial statements
with respect to all tax periods which remain subject to examination by
major tax jurisdictions as of September 30, 2009, as well as the nine month
interim period ended September 30, 2009.
Real Estate Facilities
----------------------
Real estate facilities are recorded at cost. Costs associated with
the acquisition, development, construction, renovation and improvement of
properties are capitalized. Interest, property taxes and other costs
associated with development incurred during the construction period are
capitalized as building cost. Costs associated with the sale of real estate
facilities or interests in real estate investments are expensed as
incurred. The purchase cost of existing self-storage facilities that we
acquire are allocated based upon relative fair value of the land, building
and tenant intangible components of the real estate facility. Expenditures
for repairs and maintenance are expensed when incurred. Depreciation
expense is computed using the straight-line method over the estimated
useful lives of the buildings and improvements, which generally range from
5 to 25 years.
8
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Other Assets
------------
Other assets primarily consist of prepaid expenses, investments in
held-to-maturity debt securities, accounts receivable, interest receivable,
and restricted cash.
Accrued and Other Liabilities
-----------------------------
Accrued and other liabilities consist primarily of trade payables,
property tax accruals, tenant prepayments of rents, accrued interest
payable, accrued payroll, losses and loss adjustment liabilities for our
own exposures and estimated losses related to our tenant insurance
activities. Contingent losses are accrued when they are determined to be
probable, and to the extent that they are estimable. When it is at least
reasonably possible that a significant unaccrued contingent loss has
occurred, we disclose the nature of that potential loss under "Legal
Matters" in Note 12 "Commitments and Contingencies".
Financial Instruments
---------------------
We have estimated the fair value of our financial instruments
using available market information and appropriate valuation methodologies.
Considerable judgment is required in interpreting market data to develop
estimates of market value. Accordingly, estimated fair values are not
necessarily indicative of the amounts that could be realized in current
market exchanges.
For purposes of financial statement presentation, we consider all
highly liquid financial instruments such as short-term treasury securities,
money market funds with daily liquidity and a rating of at least AAA by
Standard and Poor's, or investment grade (rated A1 by Standard and Poor's)
short-term commercial paper with remaining maturities of three months or
less at the date of acquisition to be cash equivalents. Any such cash and
cash equivalents which are restricted from general corporate use
(restricted cash) due to insurance or other regulations, or based upon
contractual requirements, are included in other assets.
Due to the short maturity and the underlying characteristics of
our cash and cash equivalents, other assets, and accrued and other
liabilities, we believe the carrying values as presented on the
consolidated balance sheets are reasonable estimates of fair value.
Financial assets that are exposed to credit risk consist primarily
of cash and cash equivalents as well as accounts receivable and restricted
cash which are included in other assets on our accompanying condensed
consolidated balance sheets. Cash and cash equivalents and restricted cash,
consisting of short-term investments, including commercial paper, are only
invested in investment instruments with an investment grade rating. We have
a loan receivable from Shurgard Europe. See "Loan Receivable from Shurgard
Europe" below for information regarding our fair value measurement of this
instrument.
At September 30, 2009, due primarily to our investment in and loan
receivable from Shurgard Europe, our operations and our financial position
are affected by fluctuations in the exchange rates between the Euro, and to
a lesser extent, other European currencies, against the U.S. Dollar.
We estimate the fair value of our notes payable to be $527,646,000
at September 30, 2009, based primarily upon discounting the future current
cash flows under each respective note at an interest rate that approximates
those of loans with similar credit quality and term to maturity.
9
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Goodwill
--------
Goodwill represents the excess of acquisition cost over the fair
value of net tangible and identifiable intangible assets acquired in
business combinations. Each business combination from which our goodwill
arose was for the acquisition of single businesses and accordingly, the
allocation of our goodwill to our business segments is based directly on
such acquisitions. Our goodwill has an indeterminate life. Our goodwill
balance of $174,634,000 is reported net of accumulated amortization of
$85,085,000 as of September 30, 2009 and December 31, 2008 in our
accompanying condensed consolidated balance sheets.
We evaluate impairment of goodwill annually by comparing the
aggregate book value (including goodwill) of each reporting unit to their
respective estimated fair value. No impairment of our goodwill was
identified in our annual evaluation at December 31, 2008. No impairment
indicators were noted as of September 30, 2009 which would have required an
interim evaluation of goodwill for impairment.
Intangible Assets
-----------------
We acquire finite-lived intangible assets representing primarily
the estimated value of the tenants in place (a "Tenant Intangible") at the
date of the acquisition of each respective acquired facility. Tenant
Intangibles are amortized relative to the benefit of the tenants in place
to each period. With respect to each balance sheet date presented,
accumulated amortization and original cost is eliminated in the disclosures
below with respect to facilities where the related Tenant Intangibles are
fully amortized.
At September 30, 2009, our Tenant Intangibles have a net book
value of $20,542,000 ($33,181,000 at December 31, 2008). Accumulated
amortization with respect to properties where the related Tenant
Intangibles had not yet become fully amortized totaled $13,592,000 at
September 30, 2009 ($142,976,000 at December 31, 2008 with respect to
properties where the related Tenant Intangibles had not yet become fully
amortized).
Amortization expense of $1,145,000 and $7,239,000 was recorded for
our Tenant Intangibles for the three months ended September 30, 2009 and
2008, respectively and $4,434,000 and $47,372,000 was recorded for the nine
months ended September 30, 2009 and 2008, respectively. Also during the
nine months ended September 30, 2009, we recorded an impairment charge of
$8,205,000 in connection with an eminent domain proceeding at one of our
facilities. This impairment charge is reflected under "discontinued
operations" on our condensed consolidated statement of income. The
estimated future amortization expense for our finite-lived intangible
assets will approximate $1 million for the remainder of 2009, $2 million
annually in 2010 through 2012, and $1 million in 2013, with an aggregate of
$13 million remaining to be amortized in 2014 and beyond.
We also have an intangible asset representing the value of the
"Shurgard" trade name, which is used by Shurgard Europe pursuant to a
licensing agreement, with a book value of $18,824,000 at September 30, 2009
and December 31, 2008. The Shurgard trade name has an indefinite life and,
accordingly, we do not amortize this asset but instead analyze it on an
annual basis for impairment. No impairments have been noted from any of our
annual evaluations.
Evaluation of Asset Impairment
------------------------------
We evaluate our real estate and Tenant Intangibles for impairment
on a quarterly basis. We first evaluate these assets for indicators of
impairment, and if any indicators of impairment are noted, we determine
whether the carrying value of such assets is in excess of the future
estimated undiscounted cash flows attributable to these assets. If there is
10
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
excess carrying value over such future undiscounted cash flows, an
impairment charge is booked for the excess of carrying value over the
assets' estimated fair value. Any long-lived assets which we expect to sell
or otherwise dispose of prior to their estimated useful life are stated at
the lower of their estimated net realizable value (estimated fair value
less cost to sell) or their carrying value. No impairment was identified
from our evaluations in any periods presented in the accompanying condensed
consolidated financial statements, other than the impairment totaling
$8,205,000 described above with respect to intangible assets recorded in
the nine months ended September 30, 2009.
Revenue and Expense Recognition
-------------------------------
Rental income, which is generally earned pursuant to
month-to-month leases for storage space, as well as late charges and
administrative fees, are recognized as earned. Promotional discounts are
recognized as a reduction to rental income over the promotional period,
which is generally during the first month of occupancy. Ancillary revenues
and interest and other income is recognized when earned. Equity in earnings
of real estate entities is recognized based on our ownership interest in
the earnings of each of the Unconsolidated Entities.
We accrue for property tax expense based upon actual amounts
billed for the related time periods and, in some circumstances due to
taxing authority assessment timing and disputes of assessed amounts,
estimates and historical trends. If these estimates are incorrect, the
timing and amount of expense recognition could be affected. Cost of
operations, general and administrative expense, interest expense, as well
as television, yellow page, and other advertising expenditures are expensed
as incurred. Casualty losses or gains are recognized in the period the
casualty occurs, based upon the differential between the book value of
assets destroyed and estimated insurance proceeds, if any, that we expect
to receive in accordance with our insurance contracts. Such casualty losses
and gains are included in "casualty loss" on our condensed consolidated
statements of income.
Foreign Currency Exchange Translation
-------------------------------------
The local currency is the functional currency for the foreign
operations for which we have an interest. Assets and liabilities included
on our condensed consolidated balance sheets, including our equity
investment in Shurgard Europe, are translated at end-of-period exchange
rates, while revenues, expenses, and equity in earnings in the related real
estate entities, are translated at the average exchange rates in effect
during the period. The Euro, which represents the functional currency used
by a majority of the foreign operations for which we have an interest, was
translated at an end-of-period exchange rate of approximately 1.459 U.S.
Dollars per Euro at September 30, 2009 (1.409 at December 31, 2008), and
average exchange rates of 1.428 and 1.504 for the three months ended
September 30, 2009 and 2008, respectively and 1.365 and 1.521 for the nine
months ended September 30, 2009 and 2008, respectively. Equity is
translated at historical rates and the resulting cumulative translation
adjustments, to the extent not included in net income, are included as a
component of accumulated other comprehensive income (loss) until the
translation adjustments are realized. See "Other Comprehensive Income"
below for further information regarding our foreign currency translation
gains and losses.
Fair Value Accounting
---------------------
In 2006, the FASB clarified in accounting pronouncements that
"fair value" as the term is used in GAAP is an exit price, representing the
amount that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants, and
established a three-tier fair value hierarchy, which prioritizes the inputs
used in measuring fair value. The Company adopted the provisions of these
revised accounting pronouncements on January 1, 2008 with respect to
11
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
financial assets and liabilities and on January 1, 2009 with respect to
non-financial assets and liabilities, which had no effect on our financial
position, operating results or cash flows. See "Loan Receivable from
Shurgard Europe" and "Financial Instruments" below, as well as "Redeemable
Noncontrolling Interests in Subsidiaries" and "Other Permanent
Noncontrolling Interests in Subsidiaries" in Note 7 for information
regarding our fair value measurements.
Loan Receivable from Shurgard Europe
------------------------------------
As of September 30, 2009, we had a loan receivable from Shurgard
Europe totaling $571,783,000 ($552,361,000 at December 31, 2008).
The loan bears interest at a fixed rate of 7.5% per annum, and had
an initial term of one year expiring March 31, 2009 which was extended by
Shurgard Europe pursuant to the terms of the original note to March 31,
2010. If Shurgard Europe acquires its partner's interests in First Shurgard
and Second Shurgard (collectively, the "Existing European Joint Ventures"),
we have agreed to provide additional loans to Shurgard Europe, under the
same terms as the existing loans, for up to (euro)185 million ($269.9
million as of September 30, 2009). This commitment was also extended to
March 31, 2010 and was originally for (euro)305 million, but was reduced as
the result of refinancing one of the joint venture loans. Shurgard Europe
has no obligation to acquire these interests, and the acquisition of these
interests is contingent on a number of items, including whether we assent
to the acquisition. Loan fees collected from Shurgard Europe are amortized
on a straight-line basis as interest income over the applicable term to
which the fee applies.
The loan receivable from Shurgard Europe is denominated in Euros
and is converted to U.S. Dollars for financial statement purposes. During
each applicable period, because we expected repayment within two years of
each respective balance sheet date, we have recognized foreign exchange
rate gains or losses in income as a result of changes in exchange rates
between the Euro and the U.S. Dollar during the three and nine months ended
September 30, 2009 and 2008. For the three and nine months ended September
30, 2009, we recorded interest income of approximately $6,038,000 and
$17,012,000, respectively, related to the loan. For the three and nine
months ended September 30, 2008, we recorded interest income of
approximately and $6,152,000 and $12,471,000, respectively, related to the
loan.
Interest income for each period reflects the gross amount charged
to Shurgard Europe less our 49% pro-rata portion which is reflected as part
of our equity in earnings of real estate entities rather than interest and
other income.
Although there can be no assurance, we believe that Shurgard
Europe has sufficient liquidity and collateral, and we have sufficient
creditor rights, such that credit risk is minimal. In addition, we believe
the interest rate on the loan approximates the market rate for loans with
similar credit characteristics and tenor, and that the carrying value of
the loan approximates fair value. The characteristics of the loan and
comparative metrics utilized in our evaluation represent significant
unobservable inputs, which are "Level 3" inputs as the term is utilized in
FASB Codification Section 820-10-35-52.
See Note 13, "Subsequent Events" regarding our loan receivable
from Shurgard Europe.
Other Comprehensive Income
--------------------------
We reflect other comprehensive income (loss) for our pro-rata
share of currency translation adjustments related to the foreign operations
for which we have an interest that is not already recognized in our net
income. Such other comprehensive income (loss) is reflected as a direct
adjustment to "Accumulated Other Comprehensive Income" in the equity
section of our consolidated balance sheet, and is added to our net income
in determining total comprehensive income for the period.
12
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
The following table reflects the components of our other
comprehensive (loss) income, and our total comprehensive income, for each
respective period:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
----------------------------- ------------------------------
2009 2008 2009 2008
-------------- -------------- ------------- --------------
(Amounts in thousands)
Net income................................ $ 243,951 $ 147,942 $ 602,767 $ 811,838
Other comprehensive income (loss):
Aggregate foreign currency translation
adjustments for the period.......... 27,244 (85,760) 39,557 (20,485)
Less: foreign currency translation
adjustments recognized during the
period and reflected in "Gain
(loss) on disposition of real
estate investments"................. - - - (37,854)
Less: foreign currency translation
adjustments reflected in net income
as "Foreign currency (gain) loss"... (21,429) 53,172 (19,901) 12,203
-------------- -------------- ------------- --------------
Other comprehensive income (loss) income
for the period...................... 5,815 (32,588) 19,656 (46,136)
-------------- -------------- ------------- --------------
Total comprehensive income................ $ 249,766 $ 115,354 $ 622,423 $ 765,702
============== ============== ============= =============
Discontinued Operations
-----------------------
We segregate all of our discontinued operations that can be
distinguished from the rest of the Company and will be eliminated from the
ongoing operations of the Company. During the nine months ended September
30, 2009, we decided to terminate our truck rental and containerized
storage business units. Truck operations ceased as of March 31, 2009, and
the containerized operations have been actively marketed for sale and are
expected to be fully disposed of by December 31, 2009. As a result, we
reclassified all of the historical revenues and expenses of these
operations from ancillary revenues and ancillary expenses, into
"discontinued operations." Included in discontinued operations in the nine
months ended September 30, 2009 are $3.5 million in truck disposal
expenses, an $8.2 million impairment charge on intangible assets incurred
in connection with an eminent domain proceeding and gains on disposition of
real estate facilities of approximately $6.0 million.
Net Income per Common Share
---------------------------
We first allocate net income to our noncontrolling interests in
subsidiaries (Note 7) and preferred shareholders to arrive at net income
allocable to our common shareholders and Equity Shares, Series A. Net
income allocated to preferred shareholders or noncontrolling interests in
subsidiaries includes any excess of the cash required to redeem any
preferred securities in the period over the net proceeds from the original
issuance of the securities (or, if securities are redeemed for less than
the original issuance proceeds, income allocated to the holders of the
redeemed securities is reduced).
The remaining net income is allocated among our regular common
shares, restricted share units, and our Equity Shares, Series A based upon
the dividends declared (or accumulated) for each security in the period,
combined with each security's participation rights in undistributed
earnings.
13
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Net income allocated to our regular common shares from continuing
operations is computed by eliminating the net income or loss from
discontinued operations allocable to our regular common shares, from net
income allocated to our regular common shares.
Basic net income per share, basic net income (loss) from
discontinued operations per share, and basic net income from continuing
operations per share are computed using the weighted average common shares
outstanding. Diluted net income per share, diluted net income (loss) from
discontinued operations per share, and diluted net income from continuing
operations per share are computed using the weighted average common shares
outstanding, adjusted for the impact, if dilutive, of stock options
outstanding (Note 10). Diluted net loss per share from discontinued
operations does not include the impact of stock options outstanding,
because including stock options would be anti-dilutive when applied to the
loss on discontinued operations for each period presented.
The following table reflects the components of the calculations of
our basic and diluted net income per share, basic and diluted net income
(loss) from discontinued operations per share, and basic and diluted net
income from continuing operations per share which are not already otherwise
set forth on the face of our condensed consolidated statements of income:
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
--------------------------- ---------------------------
2009 2008 2009 2008
------------ ------------ ------------ -------------
(Amounts in thousands)
Net income allocable to common shareholders from
------------------------------------------------
continuing operations and discontinued operations:
--------------------------------------------------
Net income allocable to common shareholders.......... $ 173,493 $ 71,459 $ 468,475 $ 584,265
Eliminate: Discontinued operations allocable to
common shareholders .............................. (866) 2,475 7,759 4,937
------------ ------------ ------------ -------------
Net income from continuing operations allocable to
common shareholders............................... $ 172,627 $ 73,934 $ 476,234 $ 589,202
============ ============ ============ =============
Weighted average common shares and equivalents
outstanding:
Basic weighted average common shares outstanding.... 168,373 168,133 168,344 168,248
Net effect of dilutive stock options - based on
treasury stock method using average market price . 670 427 337 425
------------ ------------ ------------ -------------
Diluted weighted average common shares outstanding.. 169,043 168,560 168,681 168,673
============ ============ ============ =============
Accounting Pronouncements Not Yet In Effect Which May Have an Impact on the
---------------------------------------------------------------------------
Company
-------
In June 2009, the FASB issued accounting pronouncements which
become effective in our fiscal year ending December 31, 2010, and require
restatement of previously reported financial statements on the new
accounting basis. We have not yet determined whether these pronouncements
will have an effect on our financial statements. One pronouncement affects
accounting for Variable Interest Entities, by (i) eliminating the concept
of a qualifying special purpose entity, (ii) replacing the
quantitative-based risks and rewards calculation for determining which
enterprise has a controlling financial interest in a variable interest
entity and the obligation to absorb losses of the entity or the right to
receive benefits from the entity, and (iii) providing for additional
disclosures about an entity's involvement with a variable interest entity.
Another pronouncement affects the accounting for transfers of financial
assets, by (i) eliminating the concept of a qualifying special purpose
entity, (ii) amending the derecognition criteria for a transfer to be
accounted for as a sale, and (iii) requiring additional disclosure over
transfers accounted for as a sale.
14
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
3. Disposition of an Interest in Shurgard Europe
---------------------------------------------
On March 31, 2008, an institutional investor acquired a 51%
interest in Shurgard European Holdings LLC, a newly formed Delaware limited
liability company and the holding company for Shurgard Europe ("Shurgard
Holdings"). We own the remaining 49% interest and are the managing member
of Shurgard Holdings.
Our net proceeds from the transaction aggregated $609,059,000,
comprised of $613,201,000 paid by the institutional investor less
$4,142,000 in legal, accounting, and other expenses incurred in connection
with the transaction. As a result of the disposition, we reduced our
investment in Shurgard Europe by approximately $305,048,000 for the pro
rata portion of our March 31, 2008 investment that was sold, and recognized
a gain of $304,011,000 upon disposition, representing the difference
between the net proceeds received of $609,059,000 and the pro rata portion
of our investment sold of $305,048,000.
In addition, as a result of our disposition of this interest, a
portion of the cumulative currency exchange gains we had previously
recognized in Other Comprehensive Income with respect to Shurgard Europe
was realized. Accordingly, we recognized a cumulative currency exchange
gain of $37,854,000, representing 51% (the pro rata portion of Shurgard
Europe that was sold) of the cumulative currency exchange gain previously
included in Other Comprehensive Income.
The gain upon disposition of $304,011,000 and associated realized
currency exchange gain totaling $37,854,000 are both included in the
line-item "gains on disposition of real estate investments, net" in our
condensed consolidated statement of income for the nine months ended
September 30, 2008.
The results of operations of Shurgard Europe have been included in
our condensed consolidated statements of income for the three months ended
March 31, 2008. Commencing with the quarter beginning April 1, 2008, our
pro rata share of operations of Shurgard Europe is reflected on our
condensed consolidated statement of income under equity in earnings of real
estate entities.
15
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
4. Real Estate Facilities
----------------------
Activity in real estate facilities is as follows:
Nine Months
Ended
September 30,
2009
---------------
(Amounts in
thousands)
Operating facilities, at cost:
Beginning balance....................................... $ 10,207,022
Capital improvements.................................... 52,449
Newly developed facilities opened for operations........ 13,634
Disposition of real estate facilities................... (8,093)
Impact of foreign exchange rate changes................. 2,018
---------------
Ending balance.......................................... 10,267,030
---------------
Accumulated depreciation:
Beginning balance....................................... (2,405,473)
Depreciation expense.................................... (248,450)
Disposition of real estate facilities................... 3,708
Impact of foreign exchange rate changes................. (578)
---------------
Ending balance.......................................... (2,650,793)
---------------
Construction in process:
Beginning balance...................................... 20,340
Current development.................................... 11,029
Newly developed facilities opened for operation........ (13,634)
---------------
Ending balance......................................... 17,735
---------------
Total real estate facilities at September 30, 2009....... $ 7,633,972
===============
During the nine months ended September 30, 2009, we sold an
existing real estate facility as well as disposed of a portion of certain
real estate facilities primarily in connection with condemnation
proceedings, for aggregate cash proceeds totaling $10,464,000 and an other
asset valued at $2,941,000. We recorded an aggregate gain of approximately
$9,020,000, of which $6,018,000 is included in discontinued operations and
$3,002,000 is included in "gains on disposition of real estate investments,
net."
Construction in process at September 30, 2009 includes the
development costs relating primarily to various expansions to existing
self-storage facilities.
5. Investments in Real Estate Entities
-----------------------------------
The following table sets forth our investments in the real estate
entities at September 30, 2009 and December 31, 2008, and our equity in
earnings of real estate entities for the three and nine months ended
September 30, 2009 and 2008 (amounts in thousands):
16
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Investments in Real Estate
Entities at
------------------------------
September 30, December 31,
2009 2008
------------- ------------
PSB $ 327,155 $ 265,650
Shurgard Europe................ 272,668 264,145
Other Investments.............. 13,977 14,803
------------- ------------
Total...................... $ 613,800 $ 544,598
============= ============
Equity in Earnings of Real Equity in Earnings of Real
Estate Entities for the Estate Entities for the
Three Months Ended Nine Months Ended
September 30, September 30,
------------------------------ ------------------------------
2009 2008 2009 2008
------------- ------------ ------------ ----------------
PSB $ 4,684 $ 3,320 $ 30,351 $ 8,512
Shurgard Europe................ 3,631 2,260 7,239 3,717
Other Investments.............. 509 738 1,443 1,450
------------- ------------ ------------ ----------------
Total...................... $ 8,824 $ 6,318 $ 39,033 $ 13,679
============= ============ ============ ================
During the nine months ended September 30, 2009 and 2008,
respectively, we received cash distributions from the Real Estate Entities
totaling $36,140,000 and $31,741,000, respectively. Included in earnings
recognized for the nine months ended September 30, 2009 is $16,284,000,
representing our share of the earnings allocated from PSB's preferred
shareholders, as a result of PSB's repurchases of preferred stock and
preferred units for amounts that were less than the related book value,
during the period.
During the nine months ended September 30, 2009, in addition to
the impact of earnings recognized and cash distributions received, our
investments in real estate entities increased by $18,191,000 due to foreign
currency translation adjustments and $17,825,000 due to our acquisition of
an additional 383,333 shares of PSB common stock. During the three months
ended September 30, 2009, we recorded a gain of $30,293,000 in connection
with PSB's sale of common stock in a public offering, and this gain was
included in "gains on disposition of real estate investments, net" on our
condensed consolidated statements of income. Our investment in real estate
entities increased by $30,293,000 as a result of this gain. See "Investment
in PSB" below for further information on this gain.
INVESTMENT IN PSB
-----------------
PSB is a REIT traded on the New York Stock Exchange, which
controls an operating partnership (collectively, the REIT and the operating
partnership are referred to as "PSB"). At September 30, 2009, PSB owned and
operated approximately 19.6 million net rentable square feet of commercial
space and manages certain of our commercial space.
During the quarter ended September 30, 2009, PSB sold 3,450,000
shares of its common stock in a public offering for net proceeds of $153.6
million during the three months ended September 30, 2009. In accordance
with EITF 08-6 "Equity Method Investment Considerations", we recognized a
gain totaling $30,293,000 on the share issuance by PSB, as if we had sold a
proportionate share of our investment in PSB.
Concurrent with the public offering, we purchased an additional
383,333 shares of PSB common stock from PSB at the same price per share as
the public offering for a total cost of $17.8 million.
17
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
We have a 41.4% common equity interest in PSB as of September 30,
2009 (46% as of December 31, 2008), comprised of our ownership of 5,801,606
shares of PSB's common stock and 7,305,355 limited partnership units in the
operating partnership (5,418,273 shares of PSB's common stock and 7,305,355
limited partnership units at December 31, 2008). The limited partnership
units are convertible at our option, subject to certain conditions, on a
one-for-one basis into PSB common stock. Based upon the closing price at
September 30, 2009 ($51.32 per share of PSB common stock), the shares and
units had a market value of approximately $672.6 million as compared to a
book value of $327.2 million.
The following table sets forth selected financial information of
PSB; the amounts represent 100% of PSB's balances and not our pro-rata
share.
2009 2008
----------- -----------
(Amounts in thousands)
For the nine months ended September 30,
--------------------------------------
Total revenue....................................... $ 205,791 $ 212,571
Costs of operations and general and administrative
expense.......................................... (70,781) (73,101)
Depreciation and amortization....................... (63,631) (75,270)
Other items......................................... (817) (1,957)
----------- -----------
Net income........................................ $ 70,562 $ 62,243
=========== ===========
At September 30, At December 31,
2009 2008
--------------- ----------------
(Amounts in thousands)
Total assets (primarily real estate)................ $ 1,571,321 $ 1,469,323
Debt and other liabilities.......................... 103,923 105,736
Equity.............................................. 1,467,398 1,363,587
INVESTMENT IN SHURGARD EUROPE
-----------------------------
At September 30, 2009 we had a 49% equity investment in Shurgard
Europe. As a result of our disposition of an interest in Shurgard Europe,
we deconsolidated Shurgard Europe effective March 31, 2008 (see Note 3).
For the three and nine months ended September 30, 2009, we
recorded an aggregate of $3,631,000 and $7,239,000, respectively, in equity
in earnings of Shurgard Europe. For the three and nine months ended
September 30, 2008, we recorded an aggregate of $2,260,000 and $3,717,000,
respectively, in equity in earnings of Shurgard Europe. During the nine
months ended September 30, 2009 and 2008, our investment in Shurgard Europe
increased by approximately $18,191,000 and decreased by $31,410,000,
respectively, due to the impact of changes in foreign currency exchange
rates, primarily between the Euro and the U.S. Dollar.
The following table sets forth selected financial information of
Shurgard Europe. These amounts are based upon 100% of Shurgard Europe's
balances, rather than our pro rata share, and are based upon Public
Storage's historical acquired book basis.
Amounts for all periods are presented, notwithstanding that
Shurgard Europe was deconsolidated effective March 31, 2008. Accordingly,
only the amounts (net of intercompany eliminations) prior to April 1, 2008
are included in our consolidated financial statements.
18
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
For the Three Months Ended For the Nine Months Ended
September 30, September 30,
------------------------------ ----------------------------
2009 2008 2009 2008
------------ -------------- ------------ ------------
(Amounts in thousands
Self-storage and ancillary revenues.................. $ 59,457 $ 62,605 $ 164,114 $ 185,626
Interest and other income (expense).................. 178 217 371 573
Self-storage and ancillary cost of operations........ (25,546) (25,721) (74,929) (79,284)
Trademark license fee payable to Public Storage...... (423) (450) (1,169) (1,510)
Depreciation and amortization........................ (18,922) (23,200) (53,734) (70,675)
General and administrative........................... (1,475) (2,690) (6,557) (9,724)
Interest expense on third party debt ................ (3,905) (6,719) (12,328) (20,846)
Interest expense on loan payable to Public Storage... (11,839) (12,063) (33,356) (34,861)
Income (expenses) from foreign currency exchange .... 466 (2,006) 851 (1,351)
Discontinued operations.............................. - (6) 8 (26)
------------ -------------- ------------ ------------
Net loss (a)....................................... $ (2,009) $ (10,033) $ (16,729) $ (32,078)
============ ============== ============ ============
(a) Approximately $2,841,000 in net income and $2,133,000 in net loss was
allocated to permanent noncontrolling equity interests in subsidiaries
for the three months ended September 30, 2009 and 2008, respectively,
of which $2,994,000 and $3,287,000, respectively, represented
depreciation and amortization expense. During the nine months ended
September 30, 2009 and 2008, approximately $3,019,000 in net income
and $5,911,000 in net loss, respectively, was allocated to permanent
noncontrolling equity interests in subsidiaries, of which $8,591,000
and $9,919,000, respectively, represented depreciation and
amortization expense.
At September 30, At December 31,
2009 2008
--------------- ----------------
(Amounts in thousands)
Total assets (primarily self-storage facilities).. $ 1,667,710 $ 1,615,370
Total debt to third parties....................... 343,018 362,352
Total debt to Public Storage...................... 571,783 552,361
Other liabilities................................. 82,409 82,247
Equity............................................ 670,500 618,410
Our equity in earnings of Shurgard Europe for the three and nine
months ended September 30, 2009 totaling $3,631,000 and $7,239,000,
respectively, and $2,260,000 and $3,717,000 for the three and nine months
ended September 30, 2008, respectively, are comprised of (i) losses of
$2,377,000 and $9,677,000 for the respective 2009 periods and $3,871,000
and $8,690,000 for the respective 2008 periods, representing our 49%
pro-rata share of Shurgard Europe's net loss for the respective periods and
(ii) income of $6,008,000 and $16,916,000 for the respective 2009 periods
and $6,131,000 and $12,407,000 for the respective 2008 periods,
representing our 49% pro-rata share of the interest income and trademark
license fees received from Shurgard Europe for the respective periods (such
amounts are presented as equity in earnings of real estate entities rather
than interest and other income).
19
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
OTHER INVESTMENTS
-----------------
At September 30, 2009, the "other investments" include an
aggregate common equity ownership of approximately 24% in entities that
collectively own 19 self-storage facilities.
The following table sets forth certain condensed financial
information (representing 100% of these entities' balances and not our
pro-rata share) with respect to the 19 facilities that we have an interest
in at September 30, 2009:
2009 2008
----------- -----------
(Amounts in thousands)
For the nine months ended
-------------------------
September 30,
-------------
Total revenue........................ $ 12,512 $ 12,910
Cost of operations and other expenses (4,776) (4,840)
Depreciation and amortization........ (1,515) (1,578)
----------- -----------
Net income....................... $ 6,221 $ 6,492
=========== ===========
At September 30, At December 31,
2009 2008
---------------- ---------------
(Amounts in thousands)
Total assets (primarily self- storage
facilities)...................... $ 37,624 $ 40,168
Total accrued and other liabilities.. 1,075 888
Total Partners' equity.............., 36,549 39,280
20
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
6. Notes Payable and Line of Credit
--------------------------------
The carrying amounts of our notes payable at September 30, 2009
and December 31, 2008 consist of the following (dollar amounts in
thousands):
September 30, December 31,
2009 2008
-------------- --------------
(Amounts in thousands)
UNSECURED NOTES PAYABLE:
5.875% effective and stated note rate, interest only and payable
semi-annually, matures in March 2013........................... $ 186,460 $ 200,000
5.73% effective rate, 7.75% stated note rate, interest only and
payable semi-annually, matures in February 2011 (carrying
amount includes $2,348 of unamortized premium at September
30, 2009 and $7,433 at December 31, 2008) .................... 105,665 207,433
SECURED NOTES PAYABLE:
5.47% average effective rate fixed rate mortgage notes payable,
secured by 89 real estate facilities with a net book value of
$561,904 at September 30, 2009 and stated note rates between 4.95%
and 8.00%, maturing at varying dates between October 2009 and
August 2015 (carrying amount includes $4,393 of
unamortized premium at September 30, 2009 and $5,634 at
December 31, 2008) ............................................ 229,537 236,378
-------------- --------------
Total notes payable........................................ $ 521,662 $ 643,811
============== ==============
Substantially all of our debt was acquired in connection with a
property or other acquisition, and in such cases an initial premium or
discount is established for any difference between the stated note balance
and estimated fair value. This initial premium or discount is amortized
over the remaining term of the notes using the effective interest method.
Estimated fair values are based upon discounting the future cash flows
under each respective note at an interest rate that approximates those of
loans with similar credit characteristics and term to maturity. These
inputs for fair value represent significant unobservable inputs, which are
"Level 3" inputs as the term is defined in the Codification.
At September 30, 2009, we have a revolving credit agreement (the
"Credit Agreement") which expires on March 27, 2012, with an aggregate
limit with respect to borrowings and letters of credit of $300 million.
Amounts drawn on the Credit Agreement bear an annual interest rate ranging
from the London Interbank Offered Rate ("LIBOR") plus 0.35% to LIBOR plus
1.00% depending on our credit ratings (LIBOR plus 0.35% at September 30,
2009). In addition, we are required to pay a quarterly facility fee ranging
from 0.10% per annum to 0.25% per annum depending on our credit ratings
(0.10% per annum at September 30, 2009). We had no outstanding borrowings
on our Credit Agreement at September 30, 2009 or at November 6, 2009. At
September 30, 2009, we had undrawn standby letters of credit, which reduce
our borrowing capability with respect to our line of credit by the amount
of the letters of credit, totaling $18,270,000 ($17,736,000 at December 31,
2008).
On February 12, 2009, we acquired $110,223,000 face amount
($113,736,000 book value) of our existing unsecured notes pursuant to a
tender offer for an aggregate of $109,622,000 in cash (including costs
21
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
associated with the tender of $414,000) plus accrued interest. In
connection with this transaction, we recognized a gain of $4,114,000 for
the nine months ended September 30, 2009, representing the difference
between the book value of $113,736,000 and the retirement amount paid plus
tender offer costs.
Our notes payable and our Credit Agreement each have various
customary restrictive covenants, all of which have been met at September
30, 2009.
At September 30, 2009, approximate principal maturities of our
notes payable are as follows (amounts in thousands):
Unsecured Mortgage Notes
Notes Payable Payable Total
-------------- --------------- -------------
2009......................... $ - $ 2,289 $ 2,289
2010......................... 2,052 11,037 13,089
2011......................... 103,613 27,819 131,432
2012......................... - 55,575 55,575
2013......................... 186,460 64,961 251,421
Thereafter................... - 67,856 67,856
-------------- --------------- -------------
$ 292,125 $ 229,537 $ 521,662
============== =============== =============
Weighted average effective rate 5.8% 5.5% 5.7%
============== =============== =============
We incurred interest expense (including interest capitalized as
real estate totaling $547,000 and $1,630,000, respectively for the nine
months ended September 30, 2009 and 2008) with respect to our notes
payable, capital leases, debt to joint venture partner and line of credit
aggregating $23,252,000 and $36,817,000 for the nine months ended September
30, 2009 and 2008, respectively. These amounts were comprised of
$26,065,000 and $40,462,000 in cash paid for the nine months ended
September 30, 2009 and 2008, respectively, less $2,813,000 and $3,645,000
in amortization of premium, respectively.
7. Noncontrolling Interests in Subsidiaries
----------------------------------------
In consolidation, we classify ownership interests in the net
assets of each of the Consolidated Entities, other than our own, as
"noncontrolling interests in subsidiaries." Interests that have the ability
to require us, except in an entity liquidation, to redeem the underlying
securities for cash, assets, or other securities that would not also be
classified as equity are presented on our balance sheet outside of equity.
At the end of each reporting period, if the book value is less than the
estimated amount to be paid upon a redemption occurring on the related
balance sheet date, these interests are increased to adjust to their
estimated liquidation value (which approximates fair value), with the
offset against retained earnings. All other noncontrolling interests in
subsidiaries are presented as a component of equity, "permanent
noncontrolling interests in subsidiaries."
Redeemable Noncontrolling Interests in Subsidiaries
---------------------------------------------------
At September 30, 2009, the Other Redeemable Noncontrolling
Interests in Subsidiaries represent equity interests in three entities that
own in aggregate 14 self-storage facilities. At December 31, 2008, these
interests were increased and retained earnings (deficit) was decreased by a
total of $6,469,000 in connection with the implementation of SFAS No. 160,
to adjust to their estimated liquidation value (which approximates fair
value). We estimate the amount to be paid upon redemption of these
interests by applying the related provisions of the governing documents to
our estimate of the fair value of the underlying net assets (principally
real estate assets).
During the three and nine months ended September 30, 2009, we
allocated a total of $247,000 and $753,000, respectively, in income to
these interests. During the same periods in 2008, we allocated a total of
22
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
$310,000 and $823,000, respectively, of income to these interests. During
the nine months ended September 30, 2009, these interests were increased by
$256,000 to adjust to their estimated liquidation value (which approximates
fair value). During the nine months ended September 30, 2009 and 2008, we
paid distributions to these interests totaling $976,000 and $926,000,
respectively.
In 2007, we sold an approximately 0.6% common equity interest in
Shurgard Europe to various officers of the Company (the "PS Officers"),
other than our chief executive officer. For periods commencing from the
sale of the interest through March 31, 2008, the PS Officers' were
allocated their pro rata share of the earnings of Shurgard Europe, and this
was included in "Other Redeemable noncontrolling interests in
subsidiaries." As described in Note 3, on March 31, 2008, we deconsolidated
Shurgard Europe and, as a result, noncontrolling interests in subsidiaries
with respect to the PS Officers' investment was eliminated. See Note 5
under "Investment in Shurgard Europe" for further historical information
regarding Shurgard Europe.
Permanent Noncontrolling Interests in Subsidiaries
--------------------------------------------------
At September 30, 2009, the Other Permanent Noncontrolling
Interests in Subsidiaries represent equity interests in 28 entities that
own an aggregate of 94 self-storage facilities (the "Other Permanent
Noncontrolling Interests in Subsidiaries") and our various preferred
partnership units (the "Preferred Partnership Interests"). These interests
are presented as equity because the holders of the interests do not have
the ability to require us to redeem them for cash or other assets, or other
securities that would not also be classified as equity.
Preferred Partnership Interests
-------------------------------
At December 31, 2008, our preferred partnership units outstanding
were comprised of 8,000,000 units of our 6.400% Series NN ($200,000,000
carrying amount, redeemable March 17, 2010), 1,000,000 units of our 6.250%
Series Z ($25,000,000 carrying amount, redeemable October 12, 2009), and
4,000,000 units of our 7.250% Series J ($100,000,000 carrying amount,
redeemable May 9, 2011) preferred partnership units.
In March 2009, we acquired all of the 6.40% Series NN preferred
partnership units from a third party ($200.0 million carrying amount) for
approximately $128.0 million, plus accrued and unpaid distributions from
December 31, 2008 through the closing date. This transaction resulted in an
increase in paid-in capital of approximately $72.0 million for the nine
months ended September 30, 2009, based upon the excess of the carrying
amount over the amount paid.
Also in March 2009, we acquired all of the 6.25% Series Z
preferred partnership units from a third party ($25.0 million carrying
amount) for $25.0 million. This resulted in no increase in income allocated
to the common shareholders as they were acquired at par.
At September 30, 2009, our preferred partnership units outstanding
were comprised of 4,000,000 units of our 7.250% Series J preferred units
($100,000,000 carrying amount, redeemable May 9, 2011). Subject to certain
conditions, the Series J preferred units are convertible into our 7.25%
Series J Cumulative Preferred Shares.
During the three and nine months ended September 30, 2009, we
allocated a total of $1,813,000 and $7,643,000, respectively, in income to
these interests based upon distributions paid. During the same periods in
2008, we allocated a total of $5,403,000 and $16,209,000, respectively, in
income to these interests based upon distributions paid.
In addition, during the nine months ended September 30, 2009, we
allocated $72,000,000 in income from these interests in determining net
23
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
income allocable to Public Storage shareholders based upon the
aforementioned redemption of the 6.40% Series NN preferred partnership
units for a cash payment that was $72,000,000 less than the related book
value.
Other Permanent Noncontrolling Interests in Subsidiaries
--------------------------------------------------------
At September 30, 2009, the Other Permanent Noncontrolling
Interests in Subsidiaries represent equity interests in 28 entities
(generally partnerships) that own in aggregate 94 self-storage facilities.
During the three and nine months ended September 30, 2009, we
allocated a total of $4,582,000 and $12,888,000, respectively, in income to
these interests. During the same periods in 2008, we allocated a total of
$4,898,000 and $11,320,000, respectively, of income to these interests.
During the nine months ended September 30, 2009 and 2008, we paid
distributions to these interests totaling $11,661,000 and $11,801,000,
respectively.
24
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
8. Public Storage Shareholders' Equity
-----------------------------------
Cumulative Preferred Shares
---------------------------
At September 30, 2009 and December 31, 2008, we had the following
series of Cumulative Preferred Shares of beneficial interest outstanding:
At September 30, 2009 At December 31, 2008
Earliest --------------------------- -------------------------
Redemption Dividend Shares Liquidation Shares Liquidation
Series Date Rate Outstanding Preference Outstanding Preference
--------------- ------------ ---------- ------------- ------------- ----------- ------------
(Dollar amounts in thousands)
Series V 9/30/07 7.500% 6,200 $ 155,000 6,900 $ 172,500
Series W 10/6/08 6.500% 5,300 132,500 5,300 132,500
Series X 11/13/08 6.450% 4,800 120,000 4,800 120,000
Series Y 1/2/09 6.850% 750,900 18,772 750,900 18,772
Series Z 3/5/09 6.250% 4,500 112,500 4,500 112,500
Series A 3/31/09 6.125% 4,600 115,000 4,600 115,000
Series B 6/30/09 7.125% 4,350 108,750 4,350 108,750
Series C 9/13/09 6.600% 4,425 110,625 4,600 115,000
Series D 2/28/10 6.180% 5,400 135,000 5,400 135,000
Series E 4/27/10 6.750% 5,650 141,250 5,650 141,250
Series F 8/23/10 6.450% 9,893 247,325 10,000 250,000
Series G 12/12/10 7.000% 4,000 100,000 4,000 100,000
Series H 1/19/11 6.950% 4,200 105,000 4,200 105,000
Series I 5/3/11 7.250% 20,700 517,500 20,700 517,500
Series K 8/8/11 7.250% 16,990 424,756 16,990 424,756
Series L 10/20/11 6.750% 8,267 206,665 8,267 206,665
Series M 1/9/12 6.625% 19,065 476,634 19,065 476,634
Series N 7/2/12 7.000% 6,900 172,500 6,900 172,500
------------- ------------- ----------- ------------
Total Cumulative Preferred Shares 886,140 $ 3,399,777 887,122 $ 3,424,327
============= ============= =========== ============
The holders of our Cumulative Preferred Shares have general
preference rights with respect to liquidation and quarterly distributions.
Holders of the preferred shares, except under certain conditions and as
noted below, will not be entitled to vote on most matters. In the event of
a cumulative arrearage equal to six quarterly dividends, holders of all
outstanding series of preferred shares (voting as a single class without
regard to series) will have the right to elect two additional members to
serve on our Board of Trustees until events of default have been cured. At
September 30, 2009, there were no dividends in arrears.
Except under certain conditions relating to the Company's
qualification as a REIT, the Cumulative Preferred Shares are not redeemable
prior the dates indicated on the table above. On or after the respective
dates, each of the series of Cumulative Preferred Shares will be
redeemable, at the option of the Company, in whole or in part, at $25.00
per share (or depositary share as the case may be), plus accrued and unpaid
dividends. Holders of the Cumulative Preferred Shares do not have the right
to require the Company to redeem such shares.
25
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Upon issuance of our Cumulative Preferred Shares of beneficial
interest, we classify the liquidation value as preferred equity on our
consolidated balance sheet with any issuance costs recorded as a reduction
to paid-in capital.
During March 2009, we repurchased certain of our Cumulative
Preferred Shares in privately negotiated transactions as follows: Series V
- 700,000 depositary shares, each representing 1/1,000 of a share of our
Cumulative Preferred Shares at a total cost of $13,230,000, Series C -
175,000 depositary shares, each representing 1/1,000 of a share of our
Cumulative Preferred Shares at a total cost of $2,695,000 and Series F -
107,000 depositary shares, each representing 1/1,000 of a share of our
Cumulative Preferred Shares at a total cost of $1,610,000. The carrying
value of the shares repurchased totaled $23.8 million ($24.6 million
liquidation preference less $0.8 million of original issuance costs), and
exceeded the aggregate repurchase cost of $17.5 million by approximately
$6.2 million. For purposes of determining net income per share, income
allocated to our preferred shareholders was reduced by the $6.2 million for
the nine months ended September 30, 2009.
Common Shares
-------------
Common Shares
-------------
During the nine months ended September 30, 2009, we issued 112,688
common shares in connection with employee stock-based compensation.
Our Board of Trustees previously authorized the repurchase from
time to time of up to 35,000,000 of our common shares on the open market or
in privately negotiated transactions. During the nine months ended
September 30, 2009, we did not repurchase any of our common shares. Through
September 30, 2009, we have repurchased a total of 23,721,916 of our common
shares pursuant to this authorization.
Equity Shares, Series A
-----------------------
At September 30, 2009 and December 31, 2008, we had 8,377,193 of
depositary shares outstanding, each representing 1/1,000 of an Equity
Share, Series A. The Equity Shares, Series A rank on parity with our common
shares and junior to the Cumulative Preferred Shares with respect to
general preference rights and have a liquidation amount which cannot exceed
$24.50 per share. Distributions with respect to each depositary share shall
be the lesser of: (i) five times the per share dividend on our common
shares or (ii) $2.45 per annum. We have no obligation to pay distributions
on the depositary shares if no distributions are paid to common
shareholders. During the nine months ended September 30, 2009 and 2008, we
paid quarterly distributions to the holders of the Equity Shares, Series A
of $0.6125 per share for each of the quarters ended March 31, June 30 and
September 30.
Except in order to preserve the Company's Federal income tax
status as a REIT, we may not redeem the depositary shares representing the
Equity Shares, Series A before March 31, 2010. On or after March 31, 2010,
we may, at our option, redeem the depositary shares at $24.50 per
depositary share. If the Company fails to preserve its Federal income tax
status as a REIT, each of the depositary shares will be convertible at the
option of the shareholder into .956 common shares. The depositary shares
are otherwise not convertible into common shares. Holders of depositary
shares vote as a single class with holders of our common shares on
shareholder matters, but the depositary shares have the equivalent of
one-tenth of a vote per depositary share.
26
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Equity Shares, Series AAA
-------------------------
In November 1999, we sold $100,000,000 (4,289,544 shares) of
Equity Shares, Series AAA ("Equity Shares AAA") to a newly formed joint
venture. The Equity Shares AAA ranks on a parity with common shares and
junior to the Senior Preferred Shares with respect to general preference
rights, and has a liquidation amount equal to 120% of the amount
distributed to each common share. Annual distributions per share are equal
to the lesser of (i) five times the amount paid per common share or (ii)
$2.1564. We have no obligation to pay distributions if no distributions are
paid to common shareholders. During the nine months ended September 30,
2009 and 2008, we paid quarterly distributions to the holder of the Equity
Shares, Series AAA of $0.5391 per share for each of the quarters ended
March 31, June 30 and September 30. For all periods presented, the Equity
Shares, Series AAA and related dividends are eliminated in consolidation.
Dividends
---------
The unaudited characterization of dividends for Federal income tax
purposes is made based upon earnings and profits of the Company, as defined
by the Internal Revenue Code. Common share dividends totaled $93.0 million
($0.55 per share) and $92.9 million ($0.55 per share), for the three months
ended September 30, 2009 and 2008, respectively, and $278.8 million ($1.65
per share) and $278.5 million ($1.65 per share), for the nine months ended
September 30, 2009 and 2008, respectively. Equity Shares, Series A
dividends totaled $5.1 million ($0.6125 per share) and $5.4 million
($0.6125 per share), for the three months ended September 30, 2009 and
2008, respectively, and totaled $15.4 million ($1.838 per share) and $16.1
million ($1.838 per share), for the nine months ended September 30, 2009
and 2008, respectively. Preferred share dividends pay fixed rates from
6.125% to 7.500% with a total liquidation amount of $3,399,777,000 at
September 30, 2009 ($3,424,327,000 at December 31, 2008) and dividends
aggregating $58.1 million and $60.3 million for the three months ended
September 30, 2009 and 2008, respectively, and $174.3 million and $181.0
million for the nine months ended September 30, 2009 and 2008,
respectively.
9. Related Party Transactions
--------------------------
Mr. Hughes, Public Storage's Chairman of the Board of Trustees,
and his family (collectively the "Hughes Family") have ownership interests
in, and operate approximately 51 self-storage facilities in Canada using
the "Public Storage" brand name ("PS Canada") pursuant to a royalty-free
trademark license agreement with Public Storage. We currently do not own
any interests in these facilities nor do we own any facilities in Canada.
The Hughes Family owns approximately 18% of our common shares outstanding
at September 30, 2009. We have a right of first refusal to acquire the
stock or assets of the corporation that manages the 51 self-storage
facilities in Canada, if the Hughes Family or the corporation agrees to
sell them. However, we have no interest in the operations of this
corporation, we have no right to acquire this stock or assets unless the
Hughes Family decides to sell and we receive no benefit from the profits
and increases in value of the Canadian self-storage facilities.
We reinsure risks relating to loss of goods stored by tenants in
the self-storage facilities in Canada. During the nine months ended
September 30, 2009 and 2008, we received $479,000 and $649,000 (based upon
historical exchange rates between the U.S. Dollar and Canadian Dollar in
effect as the revenues were earned), respectively, in reinsurance premiums
attributable to the Canadian facilities. Since our right to provide tenant
reinsurance to the Canadian facilities may be qualified, there is no
assurance that these premiums will continue.
Public Storage and Mr. Hughes are co-general partners in certain
consolidated partnerships and affiliated partnerships of Public Storage
that are not consolidated. The Hughes Family owns 47.9% of the voting stock
and Public Storage holds 46% of the voting and 100% of the nonvoting stock
(representing substantially all the economic interest) of a private REIT.
The private REIT owns limited partnership interests in five affiliated
27
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
partnerships. The Hughes Family also owns limited partnership interests in
certain of these partnerships and holds securities in PSB. PS Canada holds
approximately a 1.2% interest in Stor-RE, a consolidated entity that
provides liability and casualty insurance for PS Canada, Public Storage and
certain affiliates of Public Storage, for occurrences prior to April 1,
2004 as described below. Public Storage and the Hughes Family receive
distributions from these entities in accordance with the terms of the
partnership agreements or other organizational documents.
From time to time, the Company and the Hughes Family have acquired
limited partnership units from limited partners of the Company's
consolidated partnerships. In connection with the acquisition in 1998 and
1999 of a total of 638 limited partnership units by Tamara Hughes Gustavson
and H-G Family Corp., a company owned by Hughes Family members, the Company
was granted an option to acquire the limited partnership units acquired at
cost, plus expenses. During the fourth quarter of 2008, the Company
exercised its option to acquire the units for a total purchase price of
approximately $239,000. The transaction was approved by the independent
members of the Board of Trustees after considering that the value of the
units had appreciated significantly since 1998 and 1999 and that the
exercise price for the Company was substantially below the prices paid to
acquire similar limited partner units in third party transactions. The
acquisition was effective January 1, 2009.
10. Share-Based Compensation
------------------------
Stock Options
-------------
We have various stock option plans (collectively referred to as
the "PS Plans"). Under the PS Plans, the Company has granted non-qualified
options to certain trustees, officers and key employees to purchase the
Company's common shares at a price equal to the fair market value of the
common shares at the date of grant. Generally, options granted after
December 31, 2002 vest generally over a five-year period and expire between
eight years and ten years after the date they became exercisable. The PS
Plans also provide for the grant of restricted shares (see below) to
officers, key employees and service providers on terms determined by an
authorized committee of our Board.
We recognize compensation expense for share-based awards based
upon their fair value on the date of grant amortized over the applicable
vesting period (the "Fair Value Method"), net of estimates for future
forfeitures.
For the three and nine months ended September 30, 2009, we
recorded $900,000 and $2,400,000, respectively, in stock option
compensation expense related to options granted after January 1, 2002, as
compared to $904,000 and $2,271,000 for the same periods in 2008.
A total of 1,485,000 stock options were granted during the nine
months ended September 30, 2009, 42,662 shares were exercised, and 118,000
shares were forfeited. A total of 3,721,670 stock options were outstanding
at September 30, 2009 (2,397,332 at December 31, 2008).
Outstanding stock options are included on a one-for-one basis in
our diluted weighted average shares, less a reduction for the treasury
stock method applied to a) the average cumulative measured but unrecognized
compensation expense during the period and b) the strike price proceeds
expected from the employee upon exercise.
28
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Restricted Share Units
----------------------
Outstanding restricted share units vest over a five or eight-year
period from the date of grant ratably. The employee receives additional
compensation equal to the per-share dividends received by common
shareholders with respect to restricted share units outstanding. Such
compensation is accounted for as dividends paid. Any dividends paid on
units which are subsequently forfeited are expensed. Upon vesting, the
employee receives common shares equal to the number of vested restricted
share units in exchange for the units.
The total value of each restricted share unit grant, based upon
the market price of our common shares at the date of grant, is amortized
over the service period, net of estimates for future forfeitures, as
compensation expense. The related employer portion of payroll taxes is
expensed as incurred.
During the nine months ended September 30, 2009, 105,050
restricted share units were granted, 62,753 restricted share units were
forfeited and 111,803 restricted share units vested. This vesting resulted
in the issuance of 70,026 common shares. In addition, cash compensation
totaling $3,082,000 was paid to employees in lieu of 41,777 common shares
based upon the market value of the shares at the date of vesting, and used
to settle the employees' tax liability generated by the vesting.
At September 30, 2009, approximately 560,706 restricted share
units were outstanding (630,212 at December 31, 2008). A total of
$2,460,000 and $7,053,000 in restricted share expense was recorded for the
three and nine months ended September 30, 2009, respectively, as compared
to $2,601,000 and $7,492,000 for the same periods in 2008. Restricted share
expense includes amortization of the grant-date fair value of the units
reflected as an increase to paid-in capital, as well as payroll taxes we
incurred upon each respective vesting.
See also "net income per common share" above for further
discussion regarding the impact of restricted share units on our net income
per common and income allocated to common shareholders.
11. Segment Information
-------------------
Our reportable segments reflect significant operating activities
that are evaluated separately by management, and are organized based upon
their operating characteristics. Each of our segments is evaluated by
management based upon net segment income. Net segment income represents net
income in conformity with GAAP and our significant accounting policies as
denoted in Note 2.
We had previously grouped our Commercial Segment with other
ancillary activities such as reinsurance of policies against losses to
goods stored by tenants in our self-storage facilities, merchandise sales,
truck rentals, and containerized storage. Due to the termination of our
containerized storage and truck rental operations, these other ancillary
activities as a group have become less significant and as a result are no
longer allocated to a particular reportable segment. We have adjusted the
classification of the "Presentation of Segment Information" below with
respect to prior periods to be consistent with our current segment
definition.
Following is the description of and basis for presentation for
each of our segments.
Domestic Self Storage Segment
-----------------------------
The Domestic Self-Storage Segment comprises our domestic
self-storage rental operations, and is our predominant segment. It includes
the operations of the 1,991 self storage facilities owned by the Company
and the Consolidated Entities, as well as our equity share of the 19
29
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
self-storage facilities that we account for on the equity method. None of
our interest and other income, interest expense or the related debt,
general and administrative expense, or gains and losses on the sale of
self-storage facilities is allocated to our Domestic Self-Storage segment
because management does not consider these items in evaluating the results
of operations of the Domestic Self-Storage segment. At September 30, 2009,
the assets of the Domestic Self-Storage segment are comprised principally
of our self-storage facilities with a book value of $7.6 billion ($7.8
billion at December 31, 2008), Tenant Intangibles with a book value of
approximately $20.5 million ($33.2 million at December 31, 2008), and the
Other Investments with a net book value of $14.0 million ($14.8 million at
December 31, 2008). Substantially all of our other assets totaling $104.9
million, and our accrued and other liabilities totaling $236.5 million,
($109.9 million and $212.4 million, respectively, at December 31, 2008) are
directly associated with the Domestic Self-Storage segment.
Europe Self-Storage Segment
---------------------------
The Europe Self-Storage segment comprises our interest in Shurgard
Europe, which has a separate management team that makes the financing,
capital allocation, and other significant decisions for this operation. The
Europe Self-Storage segment presentation includes all of the revenues,
expenses, and operations of Shurgard Europe to the extent consolidated in
our financial statements, and for periods following the deconsolidation of
Shurgard Europe, includes our equity share of Shurgard Europe's operations,
the interest and other income received from Shurgard Europe, as well as
specific general and administrative expense, disposition gains, and foreign
currency exchange gains and losses that management considers in evaluating
our investment in Shurgard Europe. At September 30, 2009, our condensed
consolidated balance sheet includes an investment in Shurgard Europe with a
book value of $272.7 million ($264.1 million at December 31, 2008) and a
loan receivable from Shurgard Europe totaling (euro)391.9 million ($571.8
million) ($552.4 million at December 31, 2008).
Commercial Segment
------------------
The Commercial segment comprises our investment in PSB, a
self-managed Real Estate Investment Trust with a separate management team
that makes the financing, capital allocation and other significant
decisions. The Commercial segment also includes our direct interest in
certain commercial facilities, substantially all of which are managed by
PSB. The Commercial segment presentation includes our equity income from
PSB, as well as the revenues and expenses of our commercial facilities. At
September 30, 2009, the assets of the Commercial segment are comprised
principally of our investment in PSB which has a book value of $327.2
million ($265.7 million at December 31, 2008).
Presentation of Segment Information
-----------------------------------
The following table reconciles the performance of each segment, in
terms of segment income, to our consolidated net income (amounts in
thousands):
30
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
For the three months ended September 30, 2009
Other Items
Domestic Europe Not Allocated to Total
Self-Storage Self Storage Commercial Segments Consolidated
------------- ------------- ------------- ---------------- -------------
(Amounts in thousands)
Revenues:
Self-storage facilities....................... $ 378,207 $ - $ - $ - $ 378,207
Ancillary operations.......................... - - 3,753 24,047 27,800
Interest and other income..................... - 6,254 - 603 6,857
------------- ------------- ------------- ---------------- -------------
378,207 6,254 3,753 24,650 412,864
------------- ------------- ------------- ---------------- -------------
Expenses:
Cost of operations:
Self-storage facilities.................... 121,261 - - - 121,261
Ancillary operations....................... - - 1,440 6,053 7,493
Depreciation and amortization.................. 85,256 - 652 - 85,908
General and administrative..................... - - - 8,654 8,654
Interest expense............................... - - - 7,289 7,289
------------- ------------- ------------- ---------------- -------------
206,517 - 2,092 21,996 230,605
------------- ------------- ------------- ---------------- -------------
Income from continuing operations before equity
in earnings of real estate entities, gains on
disposition of other real estate investments,
net and foreign currency exchange gain........ 171,690 6,254 1,661 2,654 182,259
Equity in earnings of real estate entities....... 509 3,631 4,684 - 8,824
Gains on disposition of other real estate
investments, net.............................. - - 30,293 280 30,573
Foreign currency exchange gain................... - 21,429 - - 21,429
------------- ------------- ------------- ---------------- -------------
Income from continuing operations................ 172,199 31,314 36,638 2,934 243,085
Discontinued operations.......................... - - - 866 866
------------- ------------- ------------- ---------------- -------------
Net income....................................... $ 172,199 $ 31,314 $ 36,638 $ 3,800 $ 243,951
============= ============= ============= ================ =============
31
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
For the three months ended September 30, 2008
Other Items
Domestic Europe Not Allocated to Total
Self-Storage Self Storage Commercial Segments Consolidated
------------- ------------- ------------- ---------------- -------------
(Amounts in thousands)
Revenues:
Self-storage facilities....................... $ 392,738 $ - $ - $ - $ 392,738
Ancillary operations.......................... - - 3,745 23,201 26,946
Interest and other income..................... - 6,380 - 5,105 11,485
------------- ------------- ------------- ---------------- -------------
392,738 6,380 3,745 28,306 431,169
------------- ------------- ------------- ---------------- -------------
Expenses:
Cost of operations:
Self-storage facilities.................... 121,579 - - - 121,579
Ancillary operations....................... - - 1,555 2,201 3,756
Depreciation and amortization.................. 90,432 - 652 - 91,084
General and administrative..................... - - - 8,879 8,879
Interest expense............................... - - - 9,099 9,099
------------- ------------- ------------- ---------------- -------------
212,011 - 2,207 20,179 234,397
------------- ------------- ------------- ---------------- -------------
Income from continuing operations before equity
in earnings of real estate entities, gains on
disposition of other real estate investments,
net, casualty loss and foreign currency
exchange loss................................. 180,727 6,380 1,538 8,127 196,772
Equity in earnings of real estate entities....... 738 2,260 3,320 - 6,318
Gains on disposition of other real estate
investments, net.............................. - - - 1,024 1,024
Casualty loss.................................... - - - (525) (525)
Foreign currency exchange loss................... - (53,172) - - (53,172)
------------- ------------- ------------- ---------------- -------------
Income (loss) from continuing operations......... 181,465 (44,532) 4,858 8,626 150,417
Discontinued operations.......................... - - - (2,475) (2,475)
------------- ------------- ------------- ---------------- -------------
Net income....................................... $ 181,465 $ (44,532) $ 4,858 $ 6,151 $ 147,942
============= ============= ============= ================ =============
32
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
For the nine months ended September 30, 2009
Other Items
Domestic Europe Not Allocated to Total
Self-Storage Self Storage Commercial Segments Consolidated
------------- ------------- ------------- ---------------- -------------
(Amounts in thousands)
Revenues:
Self-storage facilities....................... $ 1,121,076 $ - $ - $ - $ 1,121,076
Ancillary operations.......................... - - 11,124 70,617 81,741
Interest and other income..................... - 17,608 - 4,398 22,006
------------- ------------- ------------- ---------------- -------------
1,121,076 17,608 11,124 75,015 1,224,823
------------- ------------- ------------- ---------------- -------------
Expenses:
Cost of operations:
Self-storage facilities.................... 379,213 - - - 379,213
Ancillary operations....................... - - 4,309 23,211 27,520
Depreciation and amortization.................. 252,366 - 2,304 - 254,670
General and administrative..................... - - - 26,532 26,532
Interest expense............................... - - - 22,705 22,705
------------- ------------- ------------- ---------------- -------------
631,579 - 6,613 72,448 710,640
------------- ------------- ------------- ---------------- -------------
Income from continuing operations before equity in
earnings of real estate entities, gains on
disposition of other real estate investments,
net, gain on early retirement of debt and
foreign currency exchange gain................ 489,497 17,608 4,511 2,567 514,183
Equity in earnings of real estate entities....... 1,443 7,239 30,351 - 39,033
Gains on disposition of other real estate
investments, net.............................. - - 30,293 3,002 33,295
Gain on early retirement debt.................... - - - 4,114 4,114
Foreign currency exchange gain................... - 19,901 - - 19,901
------------- ------------- ------------- ---------------- -------------
Income from continuing operations................ 490,940 44,748 65,155 9,683 610,526
Discontinued operations.......................... - - - (7,759) (7,759)
------------- ------------- ------------- ---------------- -------------
Net income....................................... $ 490,940 $ 44,748 $ 65,155 $ 1,924 $ 602,767
============= ============= ============= ================ =============
33
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
For the nine months ended September 30, 2008
Other Items
Domestic Europe Not Allocated to Total
Self-Storage Self Storage Commercial Segments Consolidated
------------- ------------- ------------- ---------------- -------------
(Amounts in thousands)
Revenues:
Self-storage facilities....................... $ 1,143,059 $ 54,722 $ - $ - $ 1,197,781
Ancillary operations.......................... - 4,913 11,546 67,234 83,693
Interest and other income..................... - 12,912 - 12,431 25,343
------------- ------------- ------------- ---------------- -------------
1,143,059 72,547 11,546 79,665 1,306,817
------------- ------------- ------------- ---------------- -------------
Expenses:
Cost of operations:
Self-storage facilities.................... 381,704 24,654 - - 406,358
Ancillary operations....................... - 1,409 4,789 20,926 27,124
Depreciation and amortization.................. 284,036 21,871 2,246 - 308,153
General and administrative..................... - 30,044 - 26,924 56,968
Interest expense............................... - 6,597 - 28,590 35,187
------------- ------------- ------------- ---------------- -------------
665,740 84,575 7,035 76,440 833,790
------------- ------------- ------------- ---------------- -------------
Income (loss) from continuing operations before
equity in earnings of real estate entities,
gains on disposition of other real estate
investments, net, casualty loss and foreign
currency exchange loss........................ 477,319 (12,028) 4,511 3,225 473,027
Equity in earnings of real estate entities....... 1,450 3,717 8,512 - 13,679
Gains on disposition of other real estate
investments, net.............................. - 341,865 - 932 342,797
Casualty loss.................................... - - - (525) (525)
Foreign currency exchange loss................... - (12,203) - - (12,203)
------------- ------------- ------------- ---------------- -------------
Income from continuing operations................ 478,769 321,351 13,023 3,632 816,775
Discontinued operations.......................... - - - (4,937) (4,937)
------------- ------------- ------------- ---------------- -------------
Net income (loss)................................ $ 478,769 $ 321,351 $ 13,023 $ (1,305) $ 811,838
============= ============= ============= ================ =============
34
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
12. Commitments and Contingencies
-----------------------------
Legal Matters
-------------
Brinkley v. Public Storage, Inc. (filed April 2005)
---------------------------------------------------
(Superior Court of California - Los Angeles County)
---------------------------------------------------
The plaintiff sued the Company on behalf of a purported class of
California non-exempt employees based on various California wage and hour
laws and seeking monetary damages and injunctive relief. In May 2006, a
motion for class certification was filed seeking to certify five
subclasses. Plaintiff sought certification for alleged meal period
violations, rest period violations, failure to pay for travel time, failure
to pay for mileage reimbursement, and for wage statement violations. In
October 2006, the Court declined to certify three out of the five
subclasses. The Court did, however, certify subclasses based on alleged
meal period and wage statement violations. Subsequently, the Company filed
a motion for summary judgment seeking to dismiss the matter in its
entirety. On June 22, 2007, the Court granted the Company's summary
judgment motion as to the causes of action relating to the subclasses
certified and dismissed those claims. The only surviving claims are those
relating to the named plaintiff. The plaintiff has filed an appeal to the
Court's June 22, 2007 summary judgment ruling. On October 28, 2008, the
Court of Appeals sustained the trial court's ruling. The plaintiff filed a
petition for review with the California Supreme Court, which was granted
but further action in this matter was deferred pending consideration and
disposition of a related issue in Brinker Restaurant Corp. v. Superior
Court which is currently pending before the California Supreme Court.
Other Items
-----------
We are a party to various claims, complaints, and other legal
actions that have arisen in the normal course of business from time to time
that are not described above. We believe that it is unlikely that the
outcome of these other pending legal proceedings including employment and
tenant claims, in the aggregate, will have a material adverse impact upon
our operations or financial position.
Insurance and Loss Exposure
---------------------------
We have historically carried customary property, earthquake,
general liability and workers compensation coverage through internationally
recognized insurance carriers, subject to customary levels of deductibles.
The aggregate limits on these policies of $75 million for property coverage
and $102 million for general liability are higher than estimates of maximum
probable loss that could occur from individual catastrophic events
determined in recent engineering and actuarial studies; however, in case of
multiple catastrophic events, these limits could be exhausted.
Our tenant insurance program reinsures a program that provides
insurance to certificate holders against claims for property losses due to
specific named perils (earthquakes and floods are not covered by these
policies) to goods stored by tenants at our self-storage facilities for
individual limits up to a maximum of $5,000. We have third-party insurance
coverage for claims paid exceeding $1,000,000 resulting from any one
individual event, to a limit of $25,000,000. At September 30, 2009, there
were approximately 596,000 certificate holders participating in this
program in the U.S. representing aggregate coverage of approximately $1.3
billion. We rely on a third-party insurance company to provide the
insurance and are subject to licensing requirements and regulations in
several states. No assurance can be given that this activity can continue
to be conducted in any given jurisdiction.
35
PUBLIC STORAGE
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
September 30, 2009
Operating Lease Obligations
---------------------------
We lease land, equipment and office space under various operating
leases. At September 30, 2009, the approximate future minimum rental
payments required under our operating leases for each calendar year is as
follows: $2 million for the remainder of 2009, $6 million in 2010, $5
million per year in 2011 - 2013, and an aggregate of $76 million in
payments thereafter.
Expenses under operating leases were approximately $1.3 million
and $4.0 million for the three and nine months ended September 30, 2009,
respectively, as compared to $1.4 million and $4.0 million for the same
periods in 2008.
13. Subsequent Events
-----------------
Effective October 31, 2009, we extended the maturity date to March
31, 2013 for our existing (euro)391.9 million ($571.8 million at September
30, 2009) loan to Shurgard Europe. Under the terms of the extension, the
existing 7.5% rate of interest increased to 9.0% per annum (effective
November 1, 2009). All other material terms and covenants remain the same.
36
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
--------------------------------------------------------------------------------
OF OPERATIONS
-------------
The following discussion and analysis should be read in conjunction with
our condensed consolidated financial statements and notes thereto.
FORWARD LOOKING STATEMENTS: This document contains forward-looking
statements within the meaning of the federal securities laws. All statements in
this document, other than statements of historical fact, are forward-looking
statements which may be identified by the use of the words "expects,"
"believes," "anticipates," "plans," "would," "should," "may," "estimates" and
similar expressions. These forward-looking statements involve known and unknown
risks and uncertainties, which may cause Public Storage's actual results and
performance to be materially different from those expressed or implied in the
forward-looking statements. As a result, you should not rely on any
forward-looking statements in this report, or which management may make orally
or in writing from time to time, as predictions of future events nor guarantees
of future performance. Risk that could impact our performance and results
include, but are not limited to, those described in Item 1A, "Risk Factors" in
our most recent Annual Report on Form 10-K and in this Form 10-Q, in our other
filings with the Securities and Exchange Commission, and the following:
o general risks associated with the ownership and operation of real
estate including changes in demand, potential liability for
environmental contamination, adverse changes in tax laws, including
property tax rates and assessments, real estate and zoning laws and
regulations, and the impact of natural disasters;
o risks associated with downturns in the national and local economies in
the markets in which we operate, including risks related to current
economic conditions;
o the impact of competition from new and existing self-storage and
commercial facilities and other storage alternatives;
o difficulties in our ability to successfully evaluate, finance,
integrate into our existing operations and manage acquired and
developed properties;
o risks associated with international operations including, but not
limited to, unfavorable foreign currency rate fluctuations, that could
adversely affect our earnings and cash flows;
o risks related to our participation in joint ventures;
o the impact of the regulatory environment as well as national, state,
and local laws and regulations including, without limitation, those
governing environmental, tax and tenant insurance matters and real
estate investment trusts ("REITs"), and risks related to the impact of
existing or potential new laws and regulations;
o risks associated with a possible failure by us to qualify as a REIT
under the Internal Revenue Code of 1986, as amended;
o disruptions or shutdowns of our automated processes and systems or
breaches of our data security;
o difficulties in raising capital at a reasonable cost;
o fill-up of our newly developed properties; and
o economic uncertainty due to the impact of war or terrorism.
37
Our forward-looking statements speak only as of the date of this report or
as of the dates indicated in the statements. We assume no obligation to update,
revise or supplement publicly any forward-looking statements, whether as a
result of new information, future events or otherwise, except as required by
law.
CRITICAL ACCOUNTING POLICIES
Management's Discussion and Analysis of Financial Condition and Results of
Operations discusses our consolidated financial statements, which have been
prepared in accordance with United States ("U.S.") generally accepted accounting
principles ("GAAP"). The preparation of our financial statements and related
disclosures in conformity with GAAP and our discussion and analysis of our
financial condition and results of operations requires management to make
judgments, assumptions and estimates that affect the amounts reported in our
condensed consolidated financial statements and accompanying notes. The notes to
our September 30, 2009 condensed consolidated financial statements, primarily
Note 2, summarize the significant accounting policies and methods used in the
preparation of our condensed consolidated financial statements and related
disclosures.
Management believes the following are critical accounting policies, the
application of which has a material impact on the Company's financial
presentation. That is, they are both important to the portrayal of our financial
condition and results, and they require management to make judgments and
estimates about matters that are inherently uncertain.
QUALIFICATION AS A REIT - INCOME TAX EXPENSE: We believe that we have been
organized and operated, and we intend to continue to operate, as a qualifying
REIT under the Internal Revenue Code and applicable state laws. We also believe
that Shurgard, prior to merging with us, qualified as a REIT. A REIT generally
does not pay corporate level federal income taxes on its REIT taxable income
that is distributed to its shareholders, and accordingly, we do not pay federal
income tax on the share of our REIT taxable income that is distributed to our
shareholders.
We therefore do not estimate or accrue any federal income tax expense for
income earned and distributed related to REIT operations. This estimate could be
incorrect, because due to the complex nature of the REIT qualification
requirements, the ongoing importance of factual determinations and the
possibility of future changes in our circumstances, we cannot be assured that we
actually have satisfied or will satisfy the requirements for taxation as a REIT
for any particular taxable year. For any taxable year that we fail or have
failed to qualify as a REIT and for which applicable relief provisions did not
apply, we would be taxed at the regular corporate rates on all of our taxable
income, whether or not we made or make any distributions to our shareholders.
Any resulting requirement to pay corporate income tax, including any applicable
penalties or interest, could have a material adverse impact on our financial
condition or results of operations. Unless entitled to relief under specific
statutory provisions, we also would be disqualified from taxation as a REIT for
the four taxable years following the year for which qualification was lost.
There can be no assurance that we would be entitled to any statutory relief. In
addition, if Shurgard failed to qualify as a REIT, we generally would have
succeeded to or incurred significant tax liabilities.
IMPAIRMENT OF LONG-LIVED ASSETS: Substantially all of our assets consist of
real estate and other intangible assets which are long-lived assets. The
evaluation of our long-lived assets for impairment includes determining whether
indicators of impairment exist, which is a subjective process. When any
indicators of impairment are found, the evaluation of such long-lived assets
then entails projections of future operating cash flows, which also involves
significant judgment. Future events, or facts and circumstances that currently
exist, that we have not yet identified, could cause us to conclude in the future
that our long-lived assets are impaired. Any resulting impairment loss could
have a material adverse impact on our financial condition and results of
operations.
ESTIMATED USEFUL LIVES OF LONG-LIVED ASSETS: Substantially all of our
assets consist of depreciable or amortizable long-lived assets. We record
depreciation and amortization expense with respect to these assets based upon
their estimated useful lives. Any change in the estimated useful lives of those
assets, caused by functional or economic obsolescence or other factors, could
have a material adverse impact on our financial condition or results of
operations.
38
ACCRUALS FOR CONTINGENCIES: We are exposed to business and legal liability
risks with respect to events that have occurred, but in accordance with GAAP, we
have not accrued for certain such potential liabilities because the loss is
either not probable or not estimable or because we are not aware of the event.
Future events and the results of pending litigation could result in such
potential losses becoming probable and estimable, which could have a material
adverse impact on our financial condition or results of operations. Significant
unaccrued losses that we have determined are at least reasonably possible are
described in Note 12 to our September 30, 2009 condensed consolidated financial
statements.
ACCRUALS FOR OPERATING EXPENSES: We accrue for property tax expense and
certain other operating expenses based upon estimates and historical trends and
current and anticipated local and state government rules and regulations. If
these estimates and assumptions are incorrect, our expenses could be misstated.
VALUATION OF ASSETS AND LIABILITIES ACQUIRED IN BUSINESS COMBINATIONS: We
have estimated the fair value of real estate, intangible assets, debt, and the
other assets and other liabilities acquired in business combinations, most
notably the Shurgard Merger. We have acquired these assets, in certain cases,
with non-cash assets, most notably the 38.9 million shares that we issued to the
Shurgard shareholders. These estimates are based upon many assumptions,
including interest rates, market values of land and buildings in the U.S. and
Europe, estimated future cash flows from the tenant base in place at the time of
the merger, and the recoverability of certain assets. We believe that the
assumptions used were reasonable, however, these assumptions were subject to a
significant degree of judgment, and others could come to materially different
conclusions as to the estimated values, if different assumptions were used. If
the values were determined using different assumptions than those used, our
depreciation and amortization expense, interest expense, gain on disposition of
an interest in Shurgard Europe, real estate, debt, and intangible assets could
have been materially different.
OVERVIEW OF MANAGEMENT'S DISCUSSION AND ANALYSIS OF OPERATIONS
Our principal business activities include the acquisition, development,
ownership and operation of self-storage facilities which offer storage spaces
for lease, generally on a month-to-month basis, for personal and business use.
We are the largest owner and operator of self-storage facilities in the U.S.,
and we have an interest in what we believe is the largest owner and operator of
self-storage facilities in Europe.
We currently operate within three reportable segments: (i) Domestic
Self-Storage, (ii) Europe Self-Storage and (iii) Commercial. The Domestic
Self-Storage segment comprises the direct and indirect ownership, development,
and operation of storage facilities in the U.S. Our Europe Self-Storage segment
comprises our equity interest in the self-storage through our 49% ownership in
Shurgard Europe and its associated activities in seven countries in Western
Europe. Our Commercial segment includes our commercial property operations,
directly and through our 41.4% ownership interest in PS Business Parks, Inc.
("PSB"), a publicly traded REIT whose common stock trades on the New York Stock
Exchange under the symbol "PSB" (as of September 30, 2009, PSB owned and
operated 19.6 million rentable square feet of commercial space). See "Investment
in PSB" under "Equity in Earnings of Real Estate Entities" below for information
regarding transactions related to our investment in PSB recorded during the
three months ended September 30, 2009. Our other activities including (i) the
reinsurance of policies against losses to goods stored by tenants in our
self-storage facilities, (ii) merchandise sales at our self-storage facilities
and (iii) management of self-storage facilities owned by third-party owners and
domestic facilities owned by the affiliated entities that are not consolidated
are not allocated to any segment.
During the three months ended March 31, 2009, we decided to terminate our
containerized storage and truck rental operations. Accordingly, the related
results of operations have been included in discontinued operations on our
condensed consolidated statements of income. Our self-storage facilities in the
U.S. comprise approximately 92% of our operating revenue for each of the three
and nine months ended September 30, 2009, and represent the primary driver of
growth in our net income and cash flows from operations. In addition, much of
our ancillary revenues are derived at our self-storage facility locations,
either from our existing self-storage customer base or from the customer traffic
within our self-storage facilities. Accordingly, a large portion of management
time and focus is placed upon maximizing revenues and effectively managing
expenses in our self-storage facilities.
39
The self-storage industry is not immune to the recessionary pressures in
the general economic environment. Demand for self-storage space in both the U.S.
and Europe has softened and, as a result, we are experiencing downward pressure
on occupancy levels, rental rates, and revenues in each of our operating
segments.
An important determinant of our long-term growth is the expansion of our
asset base and deployment of capital. Acquisitions of self-storage facilities
have been minimal over the past year as we continue to monitor seller
expectations and wait for better opportunities that may come about as certain
local developers, who raised capital through the issuance of debt, endeavor to
refinance such debt in the near-term, but face the current tight credit markets
as well as pressure on operating cash flow due to the current difficult
operating environment and may be more likely to consider liquidating their
facilities. There can be no assurance that such opportunities may arise either
in the short or long-term.
While historically we have developed real estate facilities, our current
development of real estate facilities has been minimized due to the existing
economic environment and our belief that our capital can be more effectively put
to use in other ways.
We currently have $670.9 million in cash and cash equivalents on hand at
September 30, 2009, and continue to evaluate opportunities to effectively deploy
this capital, primarily either through the acquisition of facilities or through
the opportunistic acquisition of our own debt and equity securities. We acquired
$110.2 million of our outstanding senior unsecured notes during February 2009
and we acquired, for $24.6 million, certain of our preferred securities in March
2009 at a substantial discount to liquidation value. Also during March 2009, we
acquired for $153.0 million, certain of our preferred partnership units at a
substantial discount to their carrying amount.
RESULTS OF OPERATIONS
--------------------------------------------------------------------------------
OPERATING RESULTS FOR THE THREE MONTHS ENDED SEPTEMBER 30, 2009:
----------------------------------------------------------------
Net income for the three months ended September 30, 2009 was $244.0 million
compared to $147.9 million for the same period in 2008, representing an increase
of $96.1 million. This increase is primarily due to a foreign currency exchange
gain totaling $21.4 million in the three months ended September 30, 2009 as
compared to a foreign currency exchange loss totaling $53.2 million in the same
period in 2008 and a gain on disposition of $30.3 million related to an equity
offering by PS Business Parks, Inc. ("PSB"), offset partially by a $16.2 million
reduction in net operating income with respect to our Same Store Facilities.
Revenues for the Same Store Facilities decreased 4.6% or $16.9 million in
the quarter ended September 30, 2009 as compared to the same period in 2008, due
to a 4.2% reduction in realized rent per occupied square foot, combined with a
1.0% reduction in average occupancies. Cost of operations for the Same Store
Facilities declined 0.6% or $0.7 million in the quarter ended September 30, 2009
as compared to the same period in 2008. Net operating income for our Same Store
Facilities decreased 6.3% or $16.2 million in the quarter ended September 30,
2009 as compared to the same period in 2008.
For the three months ended September 30, 2009, net income allocable to our
common shareholders (after allocating net income to our noncontrolling
interests, preferred and equity stock shareholders, and holders of restricted
share units) was $173.5 million or $1.03 per common share on a diluted basis
compared to $71.5 million or $0.42 per common share for the same period in 2008,
representing an increase of $102.0 million or $0.61 per common share on a
diluted basis. These increases are primarily due to the net impact of the
factors described above.
OPERATING RESULTS FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2009:
---------------------------------------------------------------
Net income for the nine months ended September 30, 2009 was $602.8 million
compared to $811.8 million for the same period in 2008, representing a decrease
of $209.0 million. This decrease is primarily due to (i) a gain of $341.8
million in the nine months ended September 30, 2008 related to our disposition
of an interest in Shurgard Europe, (ii) a $28.6 million reduction in net
operating income with respect to our Same Store Facilities, and (iii) an
impairment charge included in discontinued operations with respect to intangible
assets totaling $8.2 million in the nine months ended September 30, 2009,
40
partially offset by (iv) a gain on disposition of $30.3 million related to an
equity offering by PSB, (v) a foreign exchange gain of $19.9 million during the
nine months ended September 30, 2009 as compared to a loss of $12.2 million
during the same period in 2008, (vi) a $31.6 million reduction in depreciation
and amortization related to our domestic assets, primarily representing reduced
intangible amortization, and (vii) a reduction in general and administrative
expenses due to $27.9 million in incentive compensation incurred in the nine
months ended September 30, 2008 related to our disposition of an interest in
Shurgard Europe.
Revenues for the Same Store Facilities decreased 3.0% or $32.3 million in
the nine months ended September 30, 2009 as compared to the same period in 2008,
due to a 2.5% reduction in realized rent per occupied square foot, combined with
a 1.0% reduction in average occupancies. Cost of operations for the Same Store
Facilities declined 1.0% or $3.6 million in the nine months ended September 30,
2009 as compared to the same period in 2008. Net operating income for our Same
Store Facilities decreased 4.0% or $28.6 million for the nine months ended
September 30, 2009 as compared to the same period in 2008.
For the nine months ended September 30, 2009, net income allocable to our
common shareholders (after allocating net income to our noncontrolling
interests, preferred and equity stock shareholders, and holders of restricted
share units) was $468.5 million or $2.78 per common share on a diluted basis
compared to $584.3 million or $3.46 per common share for the same period in
2008, representing a decrease of $115.8 million or $0.68 per common share on a
diluted basis. These decreases are primarily due to the net impact of the
factors described above, offset by a $78.2 million reduction in earnings
allocated to our preferred partnership unitholders and preferred shareholders in
the nine months ended September 30, 2009 associated with the repurchase of
securities.
REAL ESTATE OPERATIONS
--------------------------------------------------------------------------------
SELF-STORAGE OPERATIONS: Our self-storage operations are by far the largest
component of our operating activities, representing approximately 92% and 91% of
our total revenues generated for the three months ended September 30, 2009 and
2008, respectively, and 92% for each of the nine months ended September 30, 2009
and 2008. Net operating income (after depreciation and amortization expense)
with respect to our self-storage operations decreased by $7.7 million during the
three months ended September 30, 2009, when compared to the same period in 2008
as the decline in revenues of 3.7% outpaced the 7.2% decline in depreciation and
amortization due to decreased amortization of tenant intangible assets. Net
operating income (after depreciation and amortization expense) with respect to
our self-storage operations increased by $5.3 million during the nine months
ended September 30, 2009, when compared to the same period in 2008 due to
decreased amortization of tenant intangible assets, offset partially by the
deconsolidation of Shurgard Europe effective April 1, 2008.
To enhance year-over-year comparisons, the following table summarizes, and
the ensuing discussion describes, the operating results of three groups of
facilities that management analyzes: (i) the Same Store group, representing the
facilities in the Domestic Self-Storage Segment that we have owned and have been
operating on a stabilized basis since January 1, 2007, (ii) all other facilities
in the Domestic Self-Storage Segment, which are primarily those consolidated
facilities that we have not owned and operated at a stabilized basis since
January 1, 2007 such as newly acquired, newly developed, or recently expanded
facilities, and (iii) the facilities operated by Shurgard Europe which were
deconsolidated effective March 31, 2008.
41
SELF-STORAGE OPERATIONS
SUMMARY Three Months Ended September 30, Nine Months Ended September 30,
----------------------------------------- ---------------------------------------
Percentage Percentage
2009 2008 Change 2009 2008 Change
----------- ----------- ---------- ----------- ----------- ----------
(Dollar amounts in thousands)
RENTAL INCOME:
Same Store Facilities.......... $ 352,121 $ 368,976 (4.6)% $ 1,046,145 $ 1,078,428 (3.0)%
Other Facilities .............. 26,086 23,762 9.8% 74,931 64,631 15.9%
Shurgard Europe Facilities (a). - - - - 54,722 (100.0)%
----------- ----------- ---------- ----------- ----------- ----------
Total rental income.......... 378,207 392,738 (3.7)% 1,121,076 1,197,781 (6.4)%
----------- ----------- ---------- ----------- ----------- ----------
COST OF OPERATIONS:
Same Store Facilities.......... 113,286 113,972 (0.6)% 354,719 358,354 (1.0)%
Other Facilities............... 7,975 7,607 4.8% 24,494 23,350 4.9%
Shurgard Europe Facilities (a). - - - - 24,654 (100.0)%
----------- ----------- ---------- ----------- ----------- ----------
Total cost of operations.... 121,261 121,579 (0.3)% 379,213 406,358 (6.7)%
----------- ----------- ---------- ----------- ----------- ----------
NET OPERATING INCOME (b):
Same Store Facilities.......... 238,835 255,004 (6.3)% 691,426 720,074 (4.0)%
Other Facilities............... 18,111 16,155 12.1% 50,437 41,281 22.2%
Shurgard Europe Facilities (a). - - - - 30,068 (100.0)%
----------- ----------- ---------- ----------- ----------- ----------
Total net operating income. 256,946 271,159 (5.2)% 741,863 791,423 (6.3)%
Total depreciation and
amortization expense ........ (85,256) (90,432) (5.7)% (252,366) (305,907) (17.5)%
----------- ----------- ---------- ----------- ----------- ----------
Total net income............... $ 171,690 $ 180,727 (5.0)% $ 489,497 $ 485,516 0.8%
=========== =========== ========== =========== =========== ==========
DATA FOR SAME STORE AND OTHER FACILITIES:
Weighted average square foot
occupancy during the period (c):
Same Store Facilities........... 89.6% 90.5% (1.0)% 89.2% 90.1% (1.0)%
Other Facilities................ 86.8% 83.1% 4.5% 83.7% 78.6% 6.5%
Realized rents per occupied square
foot during the period (d)(e):
Same Store Facilities........... $ 12.73 $ 13.29 (4.2)% $ 12.69 $ 13.02 (2.5)%
Other Facilities................ $ 13.61 $ 14.00 (2.8)% $ 13.49 $ 13.85 (2.6)%
Number of facilities at period end:
Same Store Facilities........... 1,899 1,899 -
Other Facilities................ 92 90 2.2%
Net rentable square footage at period end (in thousands):
Same Store Facilities........... 117,462 117,462 -
Other Facilities................ 8,499 8,097 5.0%
Square foot occupancy at period end:
Same Store Facilities........... 88.7% 89.4% (0.8)%
Other Facilities................ 86.2% 82.4% 4.6%
In place rents per occupied square foot at period end:
Same Store Facilities........... $ 13.65 $ 14.37 (5.0)%
Other Facilities................ $ 14.80 $ 15.43 (4.1)%
(a) Represents the results with respect to Shurgard Europe's properties
for the periods consolidated in our financial statements. We acquired
these facilities on August 22, 2006 in connection with the Shurgard
Merger. As described in Note 3 to our September 30, 2009 condensed
consolidated financial statements, effective March 31, 2008, we
deconsolidated Shurgard Europe. See also "Equity in Earnings of Real
Estate Entities - Investment in Shurgard Europe" for further analysis
of the historical same store property operations of Shurgard Europe.
(b) See "Net Operating income or NOI" below.
(c) Square foot occupancies represent weighted average occupancy levels
over the entire period.
(d) Realized annual rent per occupied square foot is computed by
annualizing the result of dividing rental income (which excludes late
charges and administrative fees) by the weighted average occupied
42
square feet for period. Realized annual rent per occupied square foot
takes into consideration promotional discounts and other items that
reduce rental income from the contractual amounts due.
(e) Late charges and administrative fees are excluded from the computation
of realized annual rent per occupied square foot. Exclusion of these
amounts provides a better measure of our ongoing level of revenue by
excluding the volatility of late charges, which are dependent
principally upon the level of tenant delinquency, and administrative
fees, which are dependent principally upon the absolute level of
move-ins for a period.
NET OPERATING INCOME
--------------------
We refer herein to net operating income ("NOI") of our self-storage
facilities, which is a non-GAAP (generally accepted accounting principles)
financial measure that excludes the impact of depreciation and amortization
expense. Although depreciation and amortization are a component of GAAP net
income, we believe that NOI is a meaningful measure of operating performance,
because we utilize NOI in making decisions with respect to capital allocations,
property performance, and comparing period-to-period and market-to-market
property operating results. In addition, we believe the investment community
utilizes NOI in determining operating performance and real estate values, and
does not consider depreciation expense as it is based upon historical cost. NOI
is not a substitute for net operating income after depreciation and amortization
in evaluating our operating results. The following reconciles NOI generated by
our self-storage and Shurgard Europe segments to our consolidated net income in
our September 30, 2009 condensed consolidated financial statements.
Three Months Ended Nine Months Ended
September 30, September 30,
---------------------------- ---------------------------
2009 2008 2009 2008
------------- ------------- ------------- ------------
(Amounts in thousands)
Net operating income:
Same-store facilities................. $ 238,835 $ 255,004 $ 691,426 $ 720,074
Other facilities...................... 18,111 16,155 50,437 41,281
Shurgard Europe facilities............ - - - 30,068
------------- ------------- ------------- ------------
Total net operating income......... 256,946 271,159 741,863 791,423
Ancillary operating revenue.............. 27,800 26,946 81,741 83,693
Interest and other income................ 6,857 11,485 22,006 25,343
Ancillary cost of operations............. (7,493) (3,756) (27,520) (27,124)
Depreciation and amortization............ (85,908) (91,084) (254,670) (308,153)
General and administrative expense....... (8,654) (8,879) (26,532) (56,968)
Interest expense......................... (7,289) (9,099) (22,705) (35,187)
Equity in earnings of real estate
entities............................ 8,824 6,318 39,033 13,679
Gains on disposition of real estate
investments, net.................... 30,573 499 33,295 342,272
Gain on early debt retirement............ - - 4,114 -
Foreign currency exchange gain (loss).... 21,429 (53,172) 19,901 (12,203)
Discontinued operations.................. 866 (2,475) (7,759) (4,937)
Net income of the Company................ ------------- ------------- ------------- ------------
$ 243,951 $ 147,942 $ 602,767 $ 811,838
============= ============= ============= ============
Same Store Facilities
The "Same Store Facilities" represents those 1,899 facilities that we have
owned, and have been operated on a stabilized basis, since January 1, 2007 and
therefore provide meaningful comparisons for 2007, 2008, and 2009. The Same
Store Facilities increased from 1,789 at December 31, 2008 to 1,899 at September
30, 2009, as we added facilities that are now stabilized and owned since January
1, 2007, and removed facilities from the previous Same Store Pool that, due
primarily to construction activities, are no longer expected to be stabilized
through December 31, 2009. The following table summarizes the historical
operating results of these 1,899 facilities (117.5 million net rentable square
feet) that represent approximately 93% of the aggregate net rentable square feet
of our U.S. consolidated self-storage portfolio at September 30, 2009.
43
SAME STORE FACILITIES Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------------- ------------------------------------
Percentage Percentage
2009 2008 Change 2009 2008 Change
----------- ----------- --------- ----------- ----------- ---------
(Dollar amounts in thousands, except weighted average amounts)
Revenues:
Rental income.................................. $ 334,953 $ 353,200 (5.2)% $ 997,346 $ 1,033,456 (3.5)%
Late charges and admin fees collected.......... 17,168 15,776 8.8% 48,799 44,972 8.5%
----------- ----------- --------- ----------- ----------- ---------
Total revenues (a).............................. 352,121 368,976 (4.6)% 1,046,145 1,078,428 (3.0)%
----------- ----------- --------- ----------- ----------- ---------
Cost of operations:
Property taxes................................. 37,137 36,161 2.7% 111,558 107,666 3.6%
Direct property payroll........................ 23,321 22,862 2.0% 71,020 70,568 0.6%
Media advertising.............................. 3,430 2,148 59.7% 18,812 18,931 (0.6)%
Other advertising and promotion................ 4,942 4,645 6.4% 15,523 14,098 10.1%
Utilities...................................... 9,235 10,238 (9.8)% 26,732 28,035 (4.6)%
Repairs and maintenance........................ 8,992 9,765 (7.9)% 28,867 31,842 (9.3)%
Telephone reservation center................... 2,890 3,183 (9.2)% 8,501 9,624 (11.7)%
Property insurance............................. 2,240 2,642 (15.2)% 7,504 8,766 (14.4)%
Other cost of management....................... 21,099 22,328 (5.5)% 66,202 68,824 (3.8)%
----------- ----------- --------- ----------- ----------- ---------
Total cost of operations (a).................... 113,286 113,972 (0.6)% 354,719 358,354 (1.0)%
----------- ----------- --------- ----------- ----------- ---------
Net operating income (b)........................... 238,835 255,004 (6.3)% 691,426 720,074 (4.0)%
Depreciation and amortization expense (c).......... (75,609) (82,096) (7.9)% (226,095) (256,632) (11.9)%
----------- ----------- --------- ----------- ----------- ---------
Net income......................................... $ 163,226 $ 172,908 (5.6)% $ 465,331 $ 463,442 0.4%
=========== =========== ========= =========== =========== =========
Gross margin (before depreciation and amortization
expense)........................................... 67.8% 69.1% (1.9)% 66.1% 66.8% (1.0)%
Weighted average for the period:
Square foot occupancy (d)....................... 89.6% 90.5% (1.0)% 89.2% 90.1% (1.0)%
Realized annual rent per occupied square foot
(e)(f)............................................. $ 12.73 $ 13.29 (4.2)% $ 12.69 $ 13.02 (2.5)%
REVPAF (f)(g)................................... $ 11.41 $ 12.03 (5.2)% $ 11.32 $ 11.73 (3.5)%
Weighted average at September 30:
Square foot occupancy........................... 88.7% 89.4% (0.8)%
In place annual rent per occupied square foot (h) $ 13.65 $ 14.37 (5.0)%
Total net rentable square feet (in thousands)...... 117,462 117,462 -
Number of facilities............................... 1,899 1,899 -
(a) Revenues and cost of operations do not include ancillary revenues and
expenses generated at the facilities with respect to tenant
reinsurance, retail sales and truck rentals. "Other costs of
management" included in cost of operations principally represents all
the indirect costs incurred in the operations of the facilities.
Indirect costs principally include supervisory costs and corporate
overhead cost incurred to support the operating activities of the
facilities.
(b) See "Net Operating Income" above.
(c) Depreciation and amortization expense for the three and nine months
ended September 30, 2009 decreased primarily due to a reduction in
amortization expense related to intangible assets that we obtained in
the Shurgard Merger.
(d) Square foot occupancies represent weighted average occupancy levels
over the entire period.
(e) Realized annual rent per occupied square foot is computed by
annualizing the result of dividing rental income (which excludes late
charges and administrative fees) by the weighted average occupied
square feet for the period. Realized annual rent per occupied square
foot takes into consideration promotional discounts and other items
that reduce rental income from the contractual amounts due.
(f) Late charges and administrative fees are excluded from the computation
of realized annual rent per occupied square foot and REVPAF. Exclusion
of these amounts provides a better measure of our ongoing level of
revenue, by excluding the volatility of late charges, which are
dependent principally upon the level of tenant delinquency, and
administrative fees, which are dependent principally upon the absolute
level of move-ins for a period.
(g) Realized annual rent per available foot or "REVPAF" is computed by
dividing rental income (which excludes late charges and administrative
fees) by the total available net rentable square feet for the period.
(h) In place annual rent per occupied square foot represents annualized
contractual rents per occupied square foot without reductions for
promotional discounts and excludes late charges and administrative
fees.
44
Revenues generated by our Same Store facilities decreased approximately
4.6% and 3.0% in the three and nine months ended September 30, 2009,
respectively, as compared to the same periods in 2008. These decreases were
caused by lower rental income generated by these facilities as a result of lower
average realized annual rental rates per occupied square foot combined with
lower average occupancy levels. For the three months ended September 30, 2009,
average realized annual rental rates per occupied square foot were 4.2% lower
and average occupancy levels were 1.0% lower as compared to the same period in
2008, resulting in a 5.2% reduction in rental income. For the nine months ended
September 30, 2009, average realized annual rental rates per occupied square
foot were 2.5% lower and average occupancy levels were 1.0% lower as compared to
the same period in 2008, resulting in a 3.5% reduction in rental income.
Demand for self-storage space has been negatively impacted by recessionary
pressures, including increased unemployment, reduced housing sales, and reduced
moving activity, in each of the markets in which we operate. In the top twenty
markets in which we have the highest concentration of facilities, only two
markets (New York and Houston) had positive year-over-year revenue growth for
the three months ended September 30, 2009. This compares to the first three
months of the year, where seven markets (New York, Houston, San Francisco,
Washington D.C., Chicago, Minneapolis and Dallas) had positive year-over-year
revenues growth. Accordingly, the operating trends, with respect to
year-over-year revenue growth, have progressively declined.
From a geographic standpoint, we are experiencing the greatest
year-over-year revenue declines in our Southeast markets, located in North and
South Carolina, Georgia, and Florida, as well as the West Coast, which includes
Seattle, Portland, San Francisco and Los Angeles. See Analysis of Regional
Trends table that follows.
The following summarizes Same Store quarterly revenue growth trends, on a
year-over-year basis:
Same Store
Year-over-Year
Three Months Ended: Revenue Growth
--------------------------- --------------------
March 31, 2008 3.4%
June 30, 2008 3.5%
September 30, 2008 2.6%
December 31, 2008 1.7%
March 31, 2009 (0.8)%
June 30, 2009 (3.5)%
September 30, 2009 (4.6)%
As indicated in the table above, during the first three quarters of 2008,
we generated relatively strong year-over-year revenue growth. Beginning in
September 2008, we began to experience a notable decline in year-over-year
move-ins that continued through October 2008, which we believe reflected general
economic conditions. To offset the decline in new rentals, we significantly
reduced rental rates, increased promotional discounts to new incoming tenants,
and increased marketing efforts. We believe these actions have stabilized
move-in volumes on a year-over-year basis; however, we have not yet been able to
restore rental rates to the levels experienced in the prior year. We believe
overall demand for self-storage space in virtually all of our markets in which
we operate has decreased due to current economic conditions, and coupled with an
increase in the number of self-storage operators over the past 10 years, will
continue to foster a very difficult operating environment, at least in the near
term. In addition, increased move-out activity beginning in August 2008
exacerbated the downward pressure on occupancy levels created by reduced demand.
In March 2009, the increase in move-out activity began to subside to the extent
that move-outs during the three months ended September 30, 2009 were less than
the comparable period in 2008.
Based upon our evaluation of certain comparative key operating metrics as
of September 30, 2009, we believe that revenue for the three months ending
December 31, 2009 will be lower than the same period in 2008. Our operating
strategy will be to continue to focus on maintaining occupancy levels by
adjusting rental rates, promotional discounts and marketing activities. It is
unclear to us how much the above mentioned factors will impact our revenues
beyond the fourth quarter of 2009.
45
Cost of operations decreased by 0.6% and 1.0% in the three and nine months
ended September 30, 2009, respectively, as compared to the same periods in 2008.
These decreases were driven by reduction in repairs and maintenance, utilities,
and property insurance expenses, partially offset by increases in property taxes
and other advertising and promotion activities.
Direct property payroll expense increased by 2.0% and 0.6% in the three and
nine months ended September 30, 2009, respectively, as compared to the same
periods in 2008. This reflects minimal growth in average wage rates and lower
hours incurred due to adjustments in staffing levels. For the remainder of 2009,
we expect moderate growth trends in payroll.
Property tax expense increased by 2.7% and 3.6% in the three and nine
months ended September 30, 2009, respectively, as compared to the same periods
in 2008. These increases are due to a combination of increased tax rates and
increases in assessments of property values. While we expect property tax
expense growth of approximately 4% in 2009, the actual growth could be higher or
lower because there are several jurisdictions where we have not yet received tax
bills or assessment information for 2009, or appeals or assessments are pending.
Repairs and maintenance expenditures decreased by 7.9% and 9.3% in the
three and nine months ended September 30, 2009, respectively, as compared to the
same periods in 2008. Repairs and maintenance expenditures are dependent upon
several factors, such as weather, the timing of periodic needs throughout our
portfolio, inflation, and random events and accordingly are difficult to project
in quarterly or annual periods. However, we expect that repairs and maintenance
expenditures will continue to moderate for the remainder of 2009.
Media advertising for the Same Store facilities increased by 59.7% and
declined by 0.6% in the three and nine months ended September 30, 2009,
respectively, as compared to the same periods in 2008. We increased media
advertising during the three months ended September 30, 2009 in order to
stimulate move-in activity. During the nine months ended September 30, 2009, we
have realized cost reductions from more competitive media rates and narrowed our
media focus to selected markets which we believe respond most effectively to
media efforts. Other advertising and promotion is comprised principally of
yellow page and internet advertising, which increased 6.4% and 10.1% in the
three and nine months ended September 30, 2009, respectively, as compared to the
same periods in 2008.
We expect our media costs to be modestly higher in the fourth quarter of
2009 as compared to the same period in 2008; our fourth quarter media
advertising is typically lower because it is our seasonally slower period. Our
future spending on yellow page, media, and internet advertising expenditures
will be driven in part by demand for our self-storage spaces, our current
occupancy levels, and the relative efficacy of each type of advertising. Media
advertising in particular can be volatile and increase or decrease significantly
in the short-term.
Utility expenses decreased 9.8% and 4.6% in the three and nine months ended
September 30, 2009, respectively, as compared to the same periods in 2008. It is
difficult to estimate future utility cost levels because utility costs are
dependent upon changes in demand driven by weather and temperature, as well as
fuel prices, both of which are volatile and not predictable.
Property insurance expense decreased 15.2% and 14.4% in the three and nine
months ended September 30, 2009, respectively, as compared to the same periods
in 2008. This decline is primarily due to softer insurance markets as lack of
hurricane activity and additional competition from insurance providers has
benefited us. We expect insurance expense to be down slightly in the remainder
of 2009, as compared to the same period in 2008.
Telephone reservation center costs decreased 9.2% and 11.7% in the three
and nine months ended September 30, 2009, respectively, as compared to the same
periods in 2008, as we adjusted staffing levels to expected inquiry volumes. We
expect future telephone reservation center costs to remain flat.
46
The following table summarizes selected quarterly financial data with
respect to the Same Store facilities:
For the Quarter Ended
---------------------------------------------------------------------
March 31 June 30 September 30 December 31 Entire Year
----------- --------- ------------ ----------- -----------
(Amounts in thousands, except for per square foot amount)
Total revenues:
2009 $ 347,185 $ 346,839 $ 352,121
2008 $ 349,991 $ 359,461 $ 368,976 $ 357,202 $1,435,630
Total cost of operations:
2009 $ 125,007 $ 116,426 $ 113,286
2008 $ 123,856 $ 120,526 $ 113,972 $ 104,442 $ 462,796
Property tax expense:
2009 $ 37,762 $ 36,659 $ 37,137
2008 $ 36,349 $ 35,156 $ 36,161 $ 28,159 $ 135,825
Media advertising expense:
2009 $ 8,158 $ 7,224 $ 3,430
2008 $ 6,947 $ 9,836 $ 2,148 $ 922 $ 19,853
Other advertising and promotion expense:
2009 $ 4,614 $ 5,967 $ 4,942
2008 $ 4,426 $ 5,027 $ 4,645 $ 4,137 $ 18,235
REVPAF (a):
2009 $ 11.29 $ 11.27 $ 11.41
2008 $ 11.43 $ 11.74 $ 12.03 $ 11.65 $ 11.71
Weighted average realized annual rent
per occupied square foot (a):
2009 $ 12.84 $ 12.52 $ 12.73
2008 $ 12.87 $ 12.90 $ 13.29 $ 13.27 $ 13.08
Weighted average occupancy levels for
the period (a):
2009 87.9% 90.0% 89.6%
2008 88.8% 91.0% 90.5% 87.8% 89.5%
(a) See "Same Store Facilities" table above for further information
regarding these measures, which are derived from non-GAAP measures.
47
ANALYSIS OF REGIONAL TRENDS
The following table sets forth regional trends in our Same Store
Facilities:
Three Months Ended September 30, Nine Months Ended September 30,
--------------------------------------- --------------------------------------
2009 2008 Change 2009 2008 Change
----------- ----------- ------ ----------- ----------- ------
(Amounts in thousands, except for weighted average data)
SAME STORE FACILITIES OPERATING
TRENDS BY REGION
Revenues:
Southern California (176
facilities)...................... $ 51,159 $ 54,268 (5.7)% $ 153,916 $ 159,520 (3.5)%
Northern California (167
facilities)...................... 37,592 39,748 (5.4)% 112,328 115,359 (2.6)%
Texas (231 facilities).......... 35,537 36,351 (2.2)% 105,008 105,835 (0.8)%
Florida (182 facilities)........ 33,852 36,080 (6.2)% 101,109 106,610 (5.2)%
Illinois (119 facilities)....... 22,347 23,311 (4.1)% 66,179 67,615 (2.1)%
Washington (88 facilities)....... 18,021 19,302 (6.6)% 53,631 56,530 (5.1)%
Georgia (86 facilities)......... 12,268 13,167 (6.8)% 36,488 38,742 (5.8)%
All other states (850 facilities) 141,345 146,749 (3.7)% 417,486 428,217 (2.5)%
----------- ----------- ------- ----------- ----------- -------
Total revenues...................... 352,121 368,976 (4.6)% 1,046,145 1,078,428 (3.0)%
Cost of operations:
Southern California.............. 11,548 11,328 1.9% 35,220 34,845 1.1%
Northern California.............. 9,711 9,825 (1.2)% 30,494 30,701 (0.7)%
Texas............................ 14,189 14,235 (0.3)% 42,409 42,656 (0.6)%
Florida.......................... 12,253 12,227 0.2% 37,146 38,126 (2.6)%
Illinois......................... 8,983 8,677 3.5% 29,687 30,159 (1.6)%
Washington....................... 4,417 4,241 4.1% 13,699 13,641 0.4%
Georgia.......................... 4,135 3,945 4.8% 12,661 12,488 1.4%
All other states................. 48,050 49,494 (2.9)% 153,403 155,738 (1.5)%
----------- ----------- ------- ----------- ----------- -------
Total cost of operations............ 113,286 113,972 (0.6)% 354,719 358,354 (1.0)%
Net operating income (a):
Southern California.............. 39,611 42,940 (7.8)% 118,696 124,675 (4.8)%
Northern California.............. 27,881 29,923 (6.8)% 81,834 84,658 (3.3)%
Texas............................ 21,348 22,116 (3.5)% 62,599 63,179 (0.9)%
Florida.......................... 21,599 23,853 (9.4)% 63,963 68,484 (6.6)%
Illinois......................... 13,364 14,634 (8.7)% 36,492 37,456 (2.6)%
Washington....................... 13,604 15,061 (9.7)% 39,932 42,889 (6.9)%
Georgia.......................... 8,133 9,222 (11.8)% 23,827 26,254 (9.2)%
All other states................. 93,295 97,255 (4.1)% 264,083 272,479 (3.1)%
----------- ----------- ------- ----------- ----------- -------
Total net operating income.......... $ 238,835 $ 255,004 (6.3)% $ 691,426 $ 720,074 (4.0)%
Weighted average occupancy (a):
Southern California.............. 90.0% 90.8% (0.9)% 90.3% 90.6% (0.3)%
Northern California.............. 89.4% 90.9% (1.7)% 89.0% 90.3% (1.4)%
Texas............................ 89.6% 91.0% (1.5)% 89.5% 91.0% (1.6)%
Florida.......................... 89.2% 90.8% (1.8)% 89.0% 89.0% 0.0%
Illinois......................... 89.5% 90.6% (1.2)% 88.3% 89.5% (1.3)%
Washington....................... 90.5% 90.3% 0.2% 89.3% 90.5% (1.3)%
Georgia.......................... 88.8% 89.6% (0.9)% 87.6% 89.6% (2.2)%
All other states................. 89.6% 90.2% (0.7)% 89.1% 90.0% (1.0)%
----------- ----------- ------- ----------- ----------- -------
Total weighted average occupancy.... 89.6% 90.5% (1.0)% 89.2% 90.1% (1.0)%
48
SAME STORE FACILITIES OPERATING
TRENDS BY REGION (CONTINUED) Three Months Ended September 30, Nine Months Ended September 30,
------------------------------------ ----------------------------------
2009 2008 Change 2009 2008 Change
----------- ----------- ------- ----------- ----------- -------
(Amounts in thousands, except for weighted average data)
Realized annual rent per occupied square foot (a):
Southern California.............. $ 18.82 $ 19.80 (4.9)% $ 18.83 $ 19.46 (3.2)%
Northern California.............. 16.80 17.46 (3.8)% 16.82 17.02 (1.2)%
Texas............................ 10.02 10.20 (1.8)% 9.91 9.91 0.0%
Florida.......................... 12.12 12.85 (5.7)% 12.14 12.93 (6.1)%
Illinois......................... 12.89 13.38 (3.7)% 12.95 13.12 (1.3)%
Washington....................... 13.55 14.62 (7.3)% 13.65 14.26 (4.3)%
Georgia.......................... 9.57 10.33 (7.4)% 9.66 10.14 (4.7)%
All other states................. 11.72 12.18 (3.8)% 11.64 11.89 (2.1)%
---------- ---------- ------- ---------- ---------- -------
Total realized rent per square foot. $ 12.73 $ 13.29 (4.2)% $ 12.69 $ 13.02 (2.5)%
========== ========== ======= ========== ========== =======
REVPAF (a):
Southern California.............. $ 16.94 $ 17.97 (5.7)% $ 17.00 $ 17.63 (3.6)%
Northern California.............. 15.02 15.87 (5.4)% 14.97 15.37 (2.6)%
Texas............................ 8.98 9.29 (3.3)% 8.87 9.01 (1.6)%
Florida.......................... 10.82 11.67 (7.3)% 10.80 11.51 (6.2)%
Illinois......................... 11.54 12.12 (4.8)% 11.43 11.74 (2.6)%
Washington....................... 12.26 13.19 (7.1)% 12.18 12.90 (5.6)%
Georgia.......................... 8.50 9.26 (8.2)% 8.46 9.08 (6.8)%
All other states................. 10.51 10.99 (4.4)% 10.37 10.70 (3.1)%
---------- ---------- ------- ---------- ---------- -------
Total REVPAF........................ $ 11.41 $ 12.03 (5.2)% $ 11.32 $ 11.73 (3.5)%
========== ========== ======= ========== ========== =======
(a) See "Same Store Facilities" table above for further information
regarding these measures, which represent or are derived from non-GAAP
measures.
We believe that our geographic diversification and scale provide some
insulation from localized economic effects and add to the stability of our cash
flows. It is difficult to predict localized trends in short-term self-storage
demand and operating results. We believe that each market has been negatively
impacted to some degree by general economic trends and may continue to
experience negative operating trends until such time that general economic
trends improve.
49
OTHER FACILITIES
----------------
In addition to the Same Store facilities, at September 30, 2009, we had an
additional 92 self-storage facilities. These facilities include recently
acquired facilities, recently developed facilities and facilities that were
recently expanded by adding additional storage units. In general, these
facilities are not stabilized with respect to occupancies or rental rates. As a
result of the fill-up process and timing of when the facilities were put into
place, year-over-year changes can be significant.
Rental income, cost of operations, depreciation, net operating income,
weighted average square foot occupancies and realized rents per square foot in
the table above represent the operating results following the date each
particular facility began to be included in our consolidated operating results,
and in the case of acquired facilities, do not include any operating results
prior to our acquisition of these facilities.
In the nine months ended September 30, 2009, we completed three expansion
projects to existing real estate facilities (75,000 net rentable square feet)
for an aggregate cost of $13.6 million, and did not acquire any new properties.
We believe our presence in and knowledge of substantially all of the major
markets in the U.S. enhances our ability to identify attractive acquisition
opportunities and capitalize on the overall fragmentation in the storage
industry. Our acquisitions consist of facilities that have been operating for a
number of years as well as newly constructed facilities that were in the process
of filling up to stabilized occupancy levels. In either case, we have been able
to leverage off of our operating strategies and improve the occupancy levels of
the facilities or, with respect to the newly developed facilities, we have been
able to accelerate the fill-up pace.
We expect that the Other Facilities will continue to provide earnings
growth during the remainder of 2009 as these facilities continue to reach
stabilization. However, the Other Facilities are subject to the same occupancy
and rate pressures that our Same Store facilities are facing as a result of the
recession, and accordingly the pace at which these facilities reach
stabilization, and the ultimate level of cash flows to be reached upon
stabilization, may be negatively impacted by the current economic trends.
Our development pipeline of both new facilities and expansion of existing
facilities is nominal at September 30, 2009. Our level of newly developed
facilities has declined over the last few years due to increases in construction
cost, increases in competition with retail, condominium, and apartment operators
for quality construction sites in urban locations, and more difficult zoning and
permitting requirements. Most recently in late 2008, we eliminated substantially
all of our remaining development pipeline due to reduced self-storage demand and
our belief that our capital could be put to use in a more advantageous manner.
It is unclear when we might change our strategy with respect to development
activities.
50
EQUITY IN EARNINGS OF REAL ESTATE ENTITIES: In addition to our ownership of
equity interests in PSB and Shurgard Europe, we had general and limited
partnership interests in five limited partnerships at September 30, 2009. Due to
our limited ownership interest and limited control of these entities, we do not
consolidate the accounts of these entities for financial reporting purposes, and
account for such investments using the equity method.
Equity in earnings of real estate entities for the three and nine months
ended September 30, 2009 and 2008, consists of our pro-rata share of the net
income of the Unconsolidated Entities based upon our ownership interest for the
period. The following table sets forth the significant components of equity in
earnings of real estate entities. Amounts with respect to PSB, Shurgard Europe,
and Other Investments are included in our Commercial segment, Europe
Self-Storage segment, and other items not allocated to segments, respectively,
as described in Note 11 to our September 30, 2009 condensed consolidated
financial statements.
HISTORICAL SUMMARY: Three Months Ended September 30, Nine Months Ended September 30,
-------------------
2009 2008 Change 2009 2008 Change
-------- -------- --------- -------- -------- ---------
(Amounts in thousands)
Net operating income (1):
PSB $ 19,714 $ 22,291 $ (2,577) $ 62,250 $ 66,189 $ (3,939)
Shurgard Europe........................ 12,344 13,893 (1,549) 32,783 27,283 5,500
Other Investments...................... 737 988 (251) 2,069 3,238 (1,169)
---------- --------- --------- --------- --------- ---------
32,795 37,172 (4,377) 97,102 96,710 392
---------- --------- --------- --------- --------- ---------
Depreciation:
PSB.................................... (8,448) (11,226) 2,778 (28,318) (34,229) 5,911
Shurgard Europe ....................... (7,805) (9,757) 1,952 (22,120) (20,613) (1,507)
Other Investments...................... (205) (215) 10 (591) (1,349) 758
---------- --------- --------- --------- --------- ---------
(16,458) (21,198) 4,740 (51,029) (56,191) 5,162
---------- --------- --------- --------- --------- ---------
Other:(2):
PSB (3)................................ (6,582) (7,745) 1,163 (3,581) (23,448) 19,867
Shurgard Europe........................ (908) (1,876) 968 (3,424) (2,953) (471)
Other Investments ..................... (23) (35) 12 (35) (439) 404
---------- --------- --------- --------- --------- ---------
(7,513) (9,656) 2,143 (7,040) (26,840) 19,800
---------- --------- --------- --------- --------- ---------
Total equity in earnings of real estate entities:
PSB.................................... 4,684 3,320 1,364 30,351 8,512 21,839
Shurgard Europe ....................... 3,631 2,260 1,371 7,239 3,717 3,522
Other Investments ..................... 509 738 (229) 1,443 1,450 (7)
---------- --------- --------- --------- --------- ---------
$ 8,824 $ 6,318 $ 2,506 $ 39,033 $ 13,679 $ 25,354
========== ========= ========= ========= ========= =========
(1) These amounts represent our pro-rata share of the net operating income
of the Unconsolidated Entities. See also "net operating income" above
for a discussion of this non-GAAP measure.
(2) "Other" reflects our share of general and administrative expense,
interest expense, interest income, gains on sale of real estate
assets, and other non-property; non-depreciation related operating
results of these entities.
(3) Includes our pro rata share of benefit totaling $16.3 million from
PSB's preferred stock and preferred unit repurchases for the nine
months ended September 30, 2009.
Investment in PSB
-----------------
We have a 41.4% common equity interest in PSB as of September 30, 2009 (46%
as of December 31, 2008), comprised of our ownership of 5,801,606 shares of
PSB's common stock and 7,305,355 limited partnership units in the operating
partnership (5,418,273 shares of PSB's common stock and 7,305,355 limited
partnership units at December 31, 2008). The limited partnership units are
convertible at our option, subject to certain conditions, on a one-for-one basis
into PSB common stock. During the quarter ended September 30, 2009, PSB sold
3,450,000 shares of its common stock pursuant to a public offering for net
proceeds of $153.6 million during the three months ended September 30, 2009. In
accordance with EITF 08-6 "Equity Method Investment Considerations", we
recognized a gain totaling $30,293,000 on the share issuance by PSB, as if we
had sold a proportionate share of our investment in PSB.
51
Concurrent with the public offering, we purchased an additional 383,333
shares of PSB common stock from PSB at the same price per share as the public
offering for a total cost of $17.8 million.
At September 30 2009, PSB owned and operated 19.6 million rentable square
feet of commercial space located in eight states. PSB also manages commercial
space owned by the Company and affiliated entities at September 30, 2009
pursuant to property management agreements.
Our future equity income from PSB will be dependent entirely upon PSB's
operating results. Our investment in PSB provides us with some diversification
into another asset type. We have no plans of disposing of our investment in PSB.
PSB's filings and selected financial information can be accessed through the
Securities and Exchange Commission, and on its website, www.psbusinessparks.com.
Investment in Shurgard Europe
-----------------------------
As described in Note 3 to our September 30, 2009 condensed consolidated
financial statements, due to the disposition of a 51% interest in Shurgard
Europe, our pro-rata share of the operating results of Shurgard Europe after
March 31, 2008 is included in "equity in earnings of real estate entities."
Subsequent to March 31, 2008, we no longer consolidate the revenues and expenses
of Shurgard Europe on our consolidated statements of income. Selected financial
data for Shurgard Europe for each of the three and nine months ended September
30, 2009 and 2008 is included in Note 5 to our September 30, 2009 condensed
consolidated financial statements.
We originally acquired our 100% interest in Shurgard Europe during our
merger with Shurgard, which occurred in August 2006. Our primary objective for
merging with Shurgard was to acquire Shurgard's U.S. domestic assets which
accounted for approximately 484 facilities in the U.S. as compared to 149
facilities in Europe at the time of the Shurgard Merger. Subsequent to the
Shurgard Merger, management of Public Storage determined that it was in our best
interests to reduce our investment in Shurgard Europe. There were many reasons
for that decision, most relating to the fact that continued growth of Shurgard
Europe would require a significant capital commitment. Movement of capital from
Public Storage (in the U.S.) to various European countries would have exposed
Public Storage to currency fluctuation risks and to potential tax burdens when
Public Storage wished to repatriate its capital investment. Accordingly, in
March 2008, we sold 51% of our ownership interest in Shurgard Europe, which
helped to limit our capital requirements to continue to grow Shurgard Europe and
to limit our exposure to other risks of owning operations in foreign countries.
We do not intend to sell any of our remaining interest in Shurgard Europe. In
the future, we expect Shurgard Europe to function as a stand-alone entity and to
fund its capital requirements primarily with its retained operating cash flow,
bank borrowings and, to the extent available, public or private equity.
This transaction has resulted in the operations of Shurgard Europe having a
less significant impact on our operating results, as we have a 49% interest and
a loan receivable from Shurgard Europe upon which we receive interest income,
rather than the 100% equity interest in Shurgard Europe we held prior to the
transaction. Our future operating results will also be impacted by the ultimate
returns realized on the reinvestment of the cash proceeds received in connection
with this transaction.
At September 30, 2009, Shurgard Europe's operations comprise 186 facilities
with an aggregate of 9.9 million net rentable square feet. The portfolio
consists of 114 wholly owned facilities and 72 facilities owned by two joint
venture partnerships, in which Shurgard Europe has a 20% equity interest.
Our equity in earnings from Shurgard Europe is comprised of our 49% equity
share in the net income of Shurgard Europe, as well as 49% of the interest
earned with respect to the note receivable from Shurgard Europe which is
reclassified in consolidation from interest income to equity in earnings of
Shurgard Europe.
Equity in earnings from our investment in Shurgard Europe for the three
months ended September 30, 2009 was $3,631,000 compared to $2,260,000 for the
same period in 2008, representing an increase of $1,371,000. This increase
includes i) a reduction in our pro-rata share of Shurgard Europe's depreciation
expense, primarily due to declines in tenant intangible amortization, ii) our
pro-rata share of a reduction in Shurgard Europe's third party interest expense
(joint ventures in which Shurgard Europe has a 20% interest recently refinanced
52
their outstanding debt at substantially lower interest rates) and general and
administrative expense, offset by iii) a $643,000 reduction, on a constant
exchange rate basis, representing our 49% pro-rata share of Shurgard Europe's
same-store properties described in the table below and (iv) the effect of a
change in the average exchange rate of the Euro relative to the U.S. Dollar to
1.428 for the three months ended September 30, 2009 as compared to 1.504 for the
same period in 2008.
Equity in earnings from our investment in Shurgard Europe for the nine
months ended September 30, 2009 was $7,239,000 compared to $3,717,000 for the
same period in 2008, representing an increase of $3,522,000. This increase is
due primarily to the timing of our disposition of the 51% interest in Shurgard
Europe. Equity in earnings for the nine month period in 2008 only includes
amounts for the period of April 1, 2008 through September 30, 2008 while the
2009 period includes amounts for the entire nine month period.
We evaluate the performance metrics of Shurgard Europe's Same Store
Facilities in order to evaluate the performance of our investment in Shurgard
Europe, because the Shurgard Europe Same Store Facilities represent the primary
driver of our pro-rata share of earnings of Shurgard Europe.
The Shurgard Europe Same Store Facilities represent those 94 facilities
that are stabilized and owned since January 1, 2007 and therefore provide
meaningful comparisons for 2007, 2008, and 2009. The number of facilities in the
Shurgard Europe Same Store Pool declined from 96 at December 31, 2008 to 94 at
September 30, 2009, as we removed facilities from the previous Shurgard Europe
Same Store Pool that, due primarily to construction activities, are no longer
expected to be stabilized through December 31, 2009, and added facilities that
are now stabilized and owned since January 1, 2007. The following table reflects
the operating results of these 94 facilities.
53
SELECTED OPERATING DATA FOR THE 94 FACILITIES OPERATED
BY SHURGARD EUROPE ON A STABILIZED BASIS SINCE JANUARY
1, 2007 ("EUROPE SAME STORE FACILITIES"): Three Months Ended September 30, Nine Months Ended September 30,
-------------------------------------- -------------------------------------
Percentage Percentage
2009 2008 Change 2009 2008 Change
----------- ----------- -------- ----------- ---------- --------
(Dollar amounts in thousands, except weighted average data,
utilizing constant exchange rates) (a) (b)
Revenues:
Rental income.................................. $ 30,315 $ 31,298 (3.1)% $ 84,736 $ 88,349 (4.1)%
Late charges and administrative fees collected. 513 539 (4.8)% 1,400 1,535 (8.8)%
----------- ----------- -------- ----------- ---------- --------
Total revenues................................... 30,828 31,837 (3.2)% 86,136 89,884 (4.2)%
Cost of operations (excluding depreciation and
amortizaton expense):
Property taxes ................................ 1,562 1,478 5.7% 4,395 4,226 4.0%
Direct property payroll........................ 3,459 3,613 (4.3)% 10,129 10,081 0.5%
Advertising and promotion...................... 1,130 911 24.0% 4,071 2,713 50.1%
Utilities...................................... 632 712 (11.2)% 2,135 2,076 2.8%
Repairs and maintenance........................ 839 765 9.7% 2,365 2,327 1.6%
Property insurance............................. 173 194 (10.8)% 516 557 (7.4)%
Other costs of management...................... 4,262 4,081 4.4% 12,125 12,004 1.0%
----------- ----------- -------- ----------- ---------- --------
Total cost of operations.......................... 12,057 11,754 2.6% 35,736 33,984 5.2%
----------- ----------- -------- ----------- ---------- --------
Net operating income (c)......................... $ 18,771 $ 20,083 (6.5)% $ 50,400 $ 55,900 (9.8)%
=========== =========== ======== =========== ========== ========
Gross margin........................................ 60.9% 63.1% (3.5)% 58.5% 62.2% (5.9)%
Weighted average for the period:
Square foot occupancy (d)...................... 87.2% 87.7% (0.6)% 85.9% 87.4% (1.7)%
Realized annual rent per occupied square foot
(e)(f).............................................. $26.95 $27.66 (2.6)% $25.49 $26.12 (2.4)%
REVPAF (f)(g).................................. $23.50 $24.26 (3.1)% $21.90 $22.83 (4.1)%
Weighted average at September 30:
Square foot occupancy.......................... 87.2% 88.1% (1.0)%
In place annual rent per occupied square foot (h) $28.48 $29.09 (2.1)%
Total net rentable square feet (in thousands)....... 5,160 5,160 -
Average Euro to the U.S. Dollar: (a)
Constant exchange rates used herein............ 1.428 1.428 - 1.365 1.365 -
Actual historical exchange rates............... 1.428 1.504 (5.1)% 1.365 1.521 (10.3)%
(a) In order to isolate changes in the underlg operations from the impact
of exchange rates, the amounts in this table are presented on a
constant exchange rate basis. The amounts for the three and nine
months ended September 30, 2008 have been restated using the actual
exchange rate for the same periods in 2009. The exchange rate for the
Euro relative to the U.S. Dollar averaged 1.428 and 1.365 during the
three and nine months ended September 30, 2009, respectively, as
compared to 1.504 and 1.521, respectively, for the same periods in
2008.
(b) Only the amounts for the period ended March 31, 2008 are included in
our consolidated financial statements. We include our pro-rata share
of these operating results for periods after March 31, 2008 in Equity
in Earnings of Real Estate Entities. The amounts incorporated in our
financial statements, either consolidated or equity method amounts,
are based upon the actual weighted average exchange rates for each
period.
(c) We present net operating income "NOI" of the Shurgard Europe
same-store facilities, which is a non-GAAP financial measure that
excludes the impact of depreciation and amortization expense. Although
depreciation and amortization is a component of GAAP net income, we
believe that NOI is a meaningful measure of operating performance,
because we utilize NOI in making decisions with respect to capital
allocations, segment performance, and comparing period-to-period and
market-to-market property operating results. In addition, the
investment community utilizes NOI in determining real estate values,
and does not consider depreciation expense as it is based upon
historical cost. NOI is not a substitute for net operating income
after depreciation and amortization in evaluating our operating
results.
(d) Square foot occupancies represent weighted average occupancy levels
over the entire period.
54
(e) Realized annual rent per occupied square foot is computed by
annualizing the result of dividing rental income before late charges
and administrative fees by the weighted average occupied square feet
for the period. Realized annual rent per occupied square foot takes
into consideration promotional discounts and other items that reduce
rental income from the contractual amounts due.
(f) Late charges and administrative fees are excluded from the computation
of realized annual rent per occupied square foot and REVPAF. Exclusion
of these amounts provides a better measure of our ongoing level of
revenue, by excluding the volatility of late charges, which are
dependent principally upon the level of tenant delinquency, and
administrative fees, which are dependent principally upon the absolute
level of move-ins for a period.
(g) Realized annual rent per available foot or "REVPAF" is computed by
dividing rental income before late charges and admin fees by the total
available net rentable square feet for the period.
(h) In place annual rent per occupied square foot represents annualized
contractual rents per occupied square foot without reductions for
promotional discounts and excludes late charges and administrative
fees.
Shurgard Europe's operations have been impacted by the same trends in
self-storage demand that our domestic facilities are facing. However, trends
have improved somewhat in the third quarter of 2009, with revenue declines of
3.2% in the quarter ended September 30, 2009, as compared to 5.0% in the quarter
ended June 30, 2009. Despite the recent improved trends and reduced year-over
year declines in revenues and net operating income, we expect continued
year-over-year declines in revenues during at least the fourth quarter of 2009.
Shurgard Europe, similar to our Domestic Self-Storage segment, has a
nominal development pipeline. Accordingly, at least in the short-term, we do not
expect any significant impact to our earnings from Shurgard Europe's development
activities.
Shurgard Europe's Condensed Consolidated Operating Results
----------------------------------------------------------
In Note 5 to our September 30, 2009 condensed consolidated financial
statements, we disclose Shurgard Europe's condensed consolidated operating
results for the three and nine months ended September 30, 2009 and 2008.
Shurgard Europe's condensed consolidated operating results include additional
facilities that are not Europe Same Store Facilities, and are based upon
historical exchange rates rather than constant exchange rates for each of the
respective periods.
Other Investments
-----------------
The "Other Investments" at September 30, 2009 are comprised primarily of
our equity in earnings from entities that own 19 self-storage facilities.
Amounts included in the tables above also include our equity in earnings with
respect to three facilities owned by the Unconsolidated Entities, until we
acquired the remaining interest we did not own in these entities during 2008,
and commenced consolidating these facilities. Our future earnings with respect
to the other 19 facilities will be dependent upon the operating results of the
facilities that these entities own. See Note 5 to our September 30, 2009
condensed consolidated financial statements for the operating results of these
19 facilities under the "Other Investments."
Ancillary Operations
--------------------
Ancillary revenues and expenses include amounts associated with (i) the
reinsurance of policies against losses to goods stored by tenants in our
self-storage facilities, (ii) merchandise sales, (iii) commercial property
operations, and (iv) management of facilities for third parties and facilities
owned by the Unconsolidated Entities.
During the three months ended March 31, 2009, we decided to terminate our
truck rental and containerized operations. Accordingly, the revenues and
expenses of these operations are included in discontinued operations on our
condensed consolidated statements of income for the three and nine months ended
September 30, 2009 and 2008.
The following table sets forth our ancillary operations as presented on our
condensed consolidated statement of operations. These items are described and
reconciled to consolidated revenues and expenses in Note 11 to our September 30,
2009 condensed consolidated financial statements.
55
Three Months Ended September 30 Nine Months Ended September 30,
--------------------------------- ---------------------------------
2009 2008 Change 2009 2008 Change
----------- ---------- -------- ----------- ---------- --------
(Amounts in thousands)
Ancillary Revenues:
Tenant reinsurance premiums ........ $ 15,971 $ 14,869 1,102 $ 47,053 4,176 $ 42,877
Commercial (a)...................... 3,753 3,745 8 11,124 11,546 (422)
Merchandise and other .............. 8,076 8,332 (256) 23,564 24,357 (793)
----------- ---------- -------- ----------- ---------- --------
Total domestic ancillary revenues. 27,800 26,946 854 81,741 78,780 2,961
Shurgard Europe merchandise and tenant
insurance (b)..................... - - - - 4,913 (4,913)
----------- ---------- -------- ----------- ---------- --------
Total revenues.................. 27,800 26,946 854 81,741 83,693 (1,952)
----------- ---------- -------- ----------- ---------- --------
Ancillary Cost of operations:
Tenant reinsurance premiums......... 700 (3,628) 4,328 7,138 3,309 3,829
Commercial (a)...................... 1,440 1,555 (115) 4,309 4,789 (480)
Merchandise and other............... 5,353 5,829 (476) 16,073 17,617 (1,544)
----------- ---------- -------- ----------- ---------- --------
Total domestic ancillary cost of
operations........................ 7,493 3,756 3,737 27,520 25,715 1,805
Shurgard Europe merchandise and tenant
insurance (b)..................... - - - - 1,409 (1,409)
----------- ---------- -------- ----------- ---------- --------
Total cost of operations......... 7,493 3,756 3,737 27,520 27,124 396
----------- ---------- -------- ----------- ---------- --------
Depreciation - commercial operations (a): 652 652 - 2,304 2,246 58
Ancillary net income:
Tenant reinsurance premiums......... 15,271 18,497 (3,226) 39,915 39,568 347
Commercial (a)...................... 1,661 1,538 123 4,511 4,511 -
Merchandise and other............... 2,723 2,503 220 7,491 6,740 751
----------- ---------- -------- ----------- ---------- --------
Total domestic ancillary net income 19,655 22,538 (2,883) 51,917 50,819 1,098
Shurgard Europe merchandise and tenant
insurance (b)..................... - - - - 3,504 (3,504)
----------- ---------- -------- ----------- ---------- --------
Total ancillary net income....... $ 19,655 $ 22,538 $ (2,883) $ 51,917 $ 54,323 $ (2,406)
=========== ========== ======== =========== ========== ========
(a) Commercial revenues and expenses are included in our Commercial
segment, which is described and reconciled to net income in Note 11 to
our September 30, 2009 condensed consolidated financial statements
(b) Shurgard Europe's ancillary revenues and expenses are included in
Europe Self-Storage Net Segment Income, which is described and
reconciled to net income in Note 11 to our September 30, 2009
condensed consolidated financial statements.
Tenant reinsurance operations: We reinsure policies offered through a
non-affiliated insurance company against losses to goods stored by tenants,
primarily in our domestic self-storage facilities. The revenues that we record
are based upon premiums that we reinsure. Cost of operations primarily includes
claims paid that are not covered by our outside third-party insurers, as well as
claims adjustment expenses.
The increase in tenant reinsurance revenues over the past year was
attributable to higher rates combined with an increase in the percentage of our
existing tenants retaining such policies. Approximately 58% and 53% of our
tenants had such policies at September 30, 2009 and 2008, respectively.
The future level of tenant reinsurance revenues is largely dependent upon
the number of new tenants electing to purchase policies, the level of premiums
charged for such insurance, and the number of tenants that continue
participating in the insurance program. Future cost of operations will be
dependent primarily upon the level of losses incurred, including the level of
catastrophic events, such as hurricanes, that occur and affect our properties.
56
Commercial operations: We also operate commercial facilities, primarily
small storefronts and office space located on or near our existing self-storage
facilities that are rented to third parties. We do not expect any significant
changes in revenues or profitability from our commercial operations.
Merchandise sales and other: We sell locks, boxes, and packing supplies at
the self-storage facilities that we operate. The primary factor impacting the
level of merchandise sales is the level of customer traffic at our self-storage
facilities, including the level of move-ins. In addition, to a much lesser
extent, we also manage self-storage facilities with our existing management
infrastructure, to third party owners as well as to the Unconsolidated Entities.
OTHER INCOME AND EXPENSE ITEMS
--------------------------------------------------------------------------------
INTEREST AND OTHER INCOME: Interest and other income was $6,857,000 and
$22,006,000 in three and nine months ended September 30, 2009, respectively, as
compared to $11,485,000 and $25,343,000 in the same periods in 2008. The
increase is principally as a result of (i) interest income with respect to notes
receivable from Shurgard Europe (described below), offset by lower interest
income on our cash reserve balances. While we had higher average cash balances,
interest rates were significantly lower in the three and nine months ended
September 30, 2009, as compared to the same periods in 2008. We have $670.9
million in cash on hand at September 30, 2009 invested primarily in money-market
funds. Future interest income will depend upon the level of interest rates and
the timing of when the cash on hand is ultimately invested; however, based upon
current interest rates on our outstanding money-market fund investments of
approximately 0.20%, earned interest is expected to be minimal.
We have a loan receivable from Shurgard Europe totaling $571.8 million as
of September 30, 2009 that bears interest at a fixed rate of 7.5% per annum. We
recorded interest income with respect to this loan, representing 51% of the
amount earned (the remaining 49% is recorded as additional equity in earnings)
of approximately $6.0 million and $6.2 million for the three months ended
September 30, 2009 and 2008, respectively, and $17.0 million and $12.5 million
for the nine months ended September 30, 2009 and 2008, respectively. No interest
income in connection with this loan was recorded in the three months ended March
31, 2008, as such interest income was fully eliminated in consolidation until
March 31, 2008. All other variances in interest income from our note receivable
are attributable principally to changes in average exchange rates, as the
principal balance has remained constant for all periods presented. The level of
interest income recorded in connection with this loan will be dependent upon the
average outstanding balance as well as the exchange rate of the Euro versus the
U.S. Dollar. All such interest has been paid currently when due and we expect
the interest to continue to be paid when due with Shurgard Europe's operating
cash flow.
Effective October 31, 2009, we extended the maturity date to March 31, 2013
for our existing (euro)391.9 million ($571.8 million at September 30, 2009) loan
to Shurgard Europe. Under the terms of the extension, the existing 7.5% rate of
interest increased to 9.0% per annum (effective November 1, 2009). All other
material terms and covenants remain the same.
DEPRECIATION AND AMORTIZATION: Depreciation and amortization expense was
$85,908,000 and $254,670,000 for the three and nine months ended September 30,
2009, respectively, as compared to $91,084,000 and $308,153,000 for the same
periods in 2008.
The decrease in depreciation and amortization expense in the three months
ended September 30, 2009, as compared to the same period in 2008 is due
principally to declines in amortization of tenant intangible amortization. We
expect minimal amortization expense of our existing intangibles during the
remainder of 2009, and future intangible amortization will be dependent upon our
future level of acquisition of facilities with existing tenants in place.
Effective March 31, 2008, depreciation and amortization ceased on the
facilities owned by Shurgard Europe, which was deconsolidated effective March
31, 2008. Included in our depreciation and amortization related to Shurgard
Europe's facilities was $21,871,000 for the three months ended March 31, 2008.
57
GENERAL AND ADMINISTRATIVE EXPENSE: General and administrative expense was
$8,654,000, and $26,532,000 for the three and nine months ended September 30,
2009, respectively, as compared to $8,879,000 and $56,968,000 for the same
periods in 2008. General and administrative expense principally consists of
state income taxes, investor relations expenses, and corporate and executive
salaries. In addition, general and administrative expenses includes expenses
that vary depending on our activity levels in certain areas, such as overhead
associated with the acquisition and development of real estate facilities,
certain expenses related to capital raising and merger and acquisition
activities, litigation expenditures, employee severance, stock-based
compensation, and incentive compensation.
General and administrative expense for the nine months ended September 30,
2008 includes $27,900,000 in additional incentive compensation incurred related
to our disposition of an interest in Shurgard Europe. Following March 31, 2008
we record no further general and administrative expense incurred by Shurgard
Europe's operations.
We expect ongoing general and administrative expense to approximate $8
million to $10 million per quarter.
INTEREST EXPENSE: Interest expense was $7,289,000 and $22,705,000 for the
three and nine months ended September 30, 2009, respectively, as compared to
$9,099,000 and $35,187,000 for the same periods in 2008. The decrease in
interest expense in the nine month periods is due primarily to the
deconsolidation of Shurgard Europe. Interest expense was also reduced due to our
early retirement in February 2009 of $110.2 million face amount of senior notes.
See Note 6 to the condensed consolidated financial statements for a schedule of
our notes payable balances, principal repayment requirements, and average
interest rates.
Capitalized interest expense totaled $200,000 and $547,000 for the three
and nine months ended September 30, 2009, respectively, as compared to $448,000
and $1,630,000 for the same periods in 2008, in connection with our development
activities.
Interest expense for the three months ended March 31, 2008 included
$6,892,000 incurred by Shurgard Europe, relative to third-party debt. Interest
expense incurred by Shurgard Europe after March 31, 2008 is no longer reflected
in our financial statements.
FOREIGN EXCHANGE GAIN (LOSS): Our loan receivable from Shurgard Europe is
denominated in Euros and has not been hedged to mitigate the impact of currency
exchange fluctuations between the U.S. Dollar and the Euro. The amount of U.S.
Dollars that will be received on repayment will depend upon the currency
exchange rates at the time. Based upon the change in estimated U.S. Dollars to
be received caused by fluctuation in currency rates during the three months
ended September 30, 2009, we recorded foreign currency translation gains of
$21,429,000, as compared to foreign currency translation losses of $53,172,000
for the three months ended September 30, 2008. During the nine months ended
September 30, 2009, we recorded foreign currency translation gains of
$19,901,000, as compared to foreign currency translation losses of $12,203,000
for the nine months ended September 30, 2008. The U.S. Dollar exchange rate
relative to the Euro was approximately 1.459, 1.405 and 1.409 at September 30,
2009, June 30, 2009 and December 31, 2008, respectively.
Future foreign exchange gains or losses will be dependent primarily upon
the movement of the Euro relative to the U.S. Dollar, the amount owed from
Shurgard Europe and our continued expectation with respect to repaying the loan.
DISCONTINUED OPERATIONS: During the nine months ended September 30, 2009,
we decided to terminate our truck rental and containerized storage business
units, and actually disposed of one and expect to dispose of one self-storage
facilities in connection with condemnation proceedings. As a result, we
reclassified all of the historical revenues and expenses of these operations
from revenues and expenses, into "discontinued operations." Included in
discontinued operations in the nine months ended September 30, 2009 are $3.5
million in truck disposal expenses, an $8.2 million impairment charge on
intangible assets incurred in connection with an eminent domain proceeding and
gains on disposition of storage facilities of approximately $6.0 million which
was recorded in the nine months ended September 30, 2009.
58
LIQUIDITY AND CAPITAL RESOURCES
--------------------------------------------------------------------------------
We have $670.9 million of cash on hand at September 30, 2009, and believe
that these funds, together with our internally generated net cash provided by
operating activities will continue to be sufficient to enable us to meet our
operating expenses, capital improvements, debt service requirements and
distributions requirements to our shareholders for the foreseeable future.
Operating as a REIT, our ability to retain cash flow for reinvestment is
restricted. In order for us to maintain our REIT status, a substantial portion
of our operating cash flow must be used to make distributions to our
shareholders (see "Requirement to Pay Distributions" below). However, despite
the significant distribution requirements, we have been able to retain a
significant amount of our operating cash flow. The following table summarizes
our ability to fund distributions to the minority interests, capital
improvements to maintain our facilities, and distributions to our shareholders
through the use of cash provided by operating activities. The remaining cash
flow generated is available to make both scheduled and optional principal
payments on debt and for reinvestment.
For the Nine Months Ended
September 30,
-----------------------------
2009 2008
----------- -----------
(Amount in thousands)
Net cash provided by operating activities (a)......................... $ 837,529 $ 809,261
Capital improvements to maintain our facilities....................... (52,449) (72,629)
------------ -----------
Remaining operating cash flow available for distributions to equity
holders............................................................ 785,080 736,632
Distributions to other noncontrolling interests in subsidiaries....... (12,637) (12,727)
Distribution requirements paid to preferred partnership interests..... (7,643) (16,209)
------------ -----------
Cash from operations allocable to Public Storage shareholders......... 764,800 707,696
Distributions paid to Public Storage shareholders:
Preferred share dividends.......................................... (174,324) (180,999)
Equity Shares, Series A dividends.................................. (15,393) (16,068)
Common shareholders and restricted share unitholders ($1.65 per
share)............................................................. (278,790) (278,502)
------------ -----------
Cash from operations available for principal payments on debt and
reinvestment (b)................................................... $ 296,293 $ 232,127
============ ===========
(a) Represents net cash provided by operating activities for each
respective nine month period as presented in our September 30, 2009
Condensed Consolidated Statements of Cash Flows.
(b) We present cash from operations for principal payments on debt and
reinvestment because we believe it is an important measure to evaluate
our ongoing liquidity. This measure is not a substitute for cash flows
from operations in evaluating our liquidity, ability to repay our
debt, or to meet our distribution requirements.
Cash from operations available for principal payments on debt and
reinvestment increased from $232.1 million in the nine months ended September
30, 2008 to $296.3 million in the nine months ended September 30, 2009. The
increase is attributable to lower capital expenditures as well as reduced
preferred partnership and preferred share dividends due to repurchases of
preferred securities (see REPURCHASES OF THE COMPANY'S EQUITY AND PREFERRED
SECURITIES below).
In addition to cash on hand, other sources of readily available liquidity
and capital resources include a $300 million revolving line of credit. The line
of credit expires in March 2012 and there were no outstanding borrowings on the
line of credit at November 6, 2009.
Significant requirements on our liquidity and capital resources include:
(i) capital improvements to maintain our facilities, (ii) distribution
requirements to our shareholders to maintain our REIT status, (iii) debt
service, (iv) acquisition and development commitments and (v) commitments to
provide funding to Shurgard Europe for certain investing and financing
activities.
59
CAPITAL IMPROVEMENT REQUIREMENTS: During 2009, we expect approximately $73
million for capital improvements for our facilities. Capital improvements
include major repairs or replacements to the facilities, which keep the
facilities in good operating condition and maintain their visual appeal. Capital
improvements do not include costs relating to the development or expansion of
facilities. During the nine months ended September 30, 2009, we incurred capital
improvements of approximately $52.4 million.
REQUIREMENT TO PAY DISTRIBUTIONS: We have operated, and intend to continue
to operate, in such a manner as to qualify as a REIT under the Code, but no
assurance can be given that we will at all times so qualify. To the extent that
the Company continues to qualify as a REIT, we will not be taxed, with certain
limited exceptions, on the REIT taxable income that is distributed to our
shareholders, provided that at least 90% of our taxable income is so distributed
to our shareholders. We believe we have satisfied the REIT distribution
requirement since 1981.
Aggregate dividends paid during the nine months ended September 30, 2009
totaled $174.3 million to the holders of our Cumulative Preferred Shares, $278.8
million to the holders of our common shares and restricted share units and $15.4
million to the holders of our Equity Shares, Series A. We believe that the
aggregate dividends paid in 2008 to our shareholders enable us to continue to
meet our REIT distribution requirements.
During the first nine months of 2009, we paid distributions totaling $7.6
million with respect to our Preferred Partnership Units. We expect our annual
distribution requirement based upon preferred partnership units outstanding at
September 30, 2009, to be approximately $7.3 million on a go forward basis. In
addition, we estimate the annual distribution requirements with respect to our
preferred shares outstanding at September 30, 2009, to be approximately $232.4
million, assuming no additional preferred share issuances or redemptions during
the remainder of 2009.
For the fourth quarter of 2009, a regular quarterly distribution of $0.55
per common share has been declared by our Board of Trustees. Future
distributions with respect to the common shares will continue to be determined
based upon our REIT distribution requirements after taking into consideration
distributions to the preferred shareholders.
With respect to the depositary shares representing the Equity Shares,
Series A, we have no obligation to pay distributions if no distributions are
paid to the common shareholders. To the extent that we do pay common
distributions in any year, the holders of the depositary shares receive annual
distributions equal to the lesser of (i) five times the per share dividend on
the common shares or (ii) $2.45. The depositary shares are non-cumulative, and
have no preference over our Common Shares either as to dividends or in
liquidation.
We are required by the underlying governing documents to pay distributions
to noncontrolling interests in subsidiaries based upon the operating cash flows
of the underlying entities less any required reserves for capital expenditures
or debt repayment. Such interests received a total of $12,637,000 (excluding the
preferred partnership units) during the nine months ended September 30, 2009 and
$12,727,000 for the same period in 2008, which represents our expectations with
respect to future distribution levels.
DEBT SERVICE REQUIREMENTS: At September 30, 2009, we have total outstanding
debt of approximately $521.7 million. See Note 6 to our September 30, 2009
condensed consolidated financial statements for approximate principal maturities
of such borrowings. It is our current intention to fully amortize and repay the
debt at maturity and not seek to refinance debt maturities with additional debt.
Alternatively, we may prepay debt and finance such prepayments with retained
operating cash flow or proceeds from the issuance of preferred securities or
common shares.
Our portfolio of real estate facilities remains substantially unencumbered.
At September 30, 2009, we have secured debt outstanding of $229.5 million, which
encumbers 89 self-storage facilities with an aggregate net book value of
approximately $561.9 million.
ACQUISITION AND DEVELOPMENT OF FACILITIES: During the remainder of 2009, we
will continue to seek to acquire additional self-storage facilities from third
60
parties; however, it is difficult to estimate the amount of third party
acquisitions we will undertake. We have a minimal development pipeline at
September 30, 2009 and have no current plan to expand our development
activities.
EUROPEAN ACTIVITIES: At the end of February 2009, the maturity date of the
loan owed by Shurgard Europe to Public Storage was extended to March 31, 2010.
The loan totaled approximately $571.8 million at September 30, 2009.
Effective October 31, 2009, we extended the maturity date to March 31, 2013
for our existing (euro)391.9 million ($571.8 million at September 30, 2009) loan
to Shurgard Europe. Under the terms of the extension, the existing 7.5% rate of
interest increased to 9.0% per annum (effective November 1, 2009). All other
material terms and covenants remain the same.
In addition, if Shurgard Europe acquires its partner's interests in First
Shurgard and Second Shurgard and is unable to obtain third-party financing, we
have agreed to provide additional loans to Shurgard Europe, under the same terms
as the existing loans, for up to (euro)185 million ($269.9 million as of
September 30, 2009) for the acquisition. This commitment was also extended in
February 2009 to March 31, 2010 and was originally for (euro)305 million, but
was reduced as the result of refinancing one of the joint venture loans.
Shurgard Europe has no obligation to acquire these interests, and the
acquisition of these interests is contingent on a number of items, including
whether we assent to the acquisition.
Shurgard Europe has a 20% interest in two joint ventures and one other
partner owns 80% interest in each. The two joint ventures collectively had
approximately (euro)230 million ($336 million) of outstanding debt payable to
third parties at September 30, 2009, which is non-recourse to Shurgard Europe.
In April 2009, Shurgard Europe obtained loan extensions on both of its joint
venture loans. One of the joint venture loans, totaling (euro)110 million ($161
million), is now due May 2011 and the other joint venture loan, totaling
(euro)120 million ($175 million), is now due in July 2010. Both joint venture
loans are secured by the joint ventures' respective facilities, and are not
guaranteed by Public Storage or any third party.
We also committed to fund up to $88.2 million of additional equity
contributions to Shurgard Europe to fund certain investing activities. Our
remaining obligation under this commitment totaled $66.4 million at September
30, 2009.
ACCESS TO CAPITAL: Over the past nine months, accessing capital through the
equity or credit markets has become very difficult, in part due to the lack of
liquidity, particularly with respect to real estate companies. As a result, our
ability to raise additional capital by issuing common or preferred securities
may not be a viable option at least in the near term. We are not dependent,
however, on raising capital to fund our operations or meet our obligations.
Our financial profile is characterized by a low level of
debt-to-total-capitalization and a conservative dividend payout ratio with
respect to the common shares. We expect to fund our long-term growth strategies
and debt obligations with (i) cash on hand at September 30, 2009, (ii)
internally generated retained cash flows and (iii) depending upon current market
conditions, proceeds from issuing equity securities. In general, our strategy is
to continue to finance our growth with permanent capital, either common or
preferred equity to the extent that market conditions are favorable,
notwithstanding current market conditions are not favorable.
Historically, we have funded substantially all of our acquisitions with
permanent capital (both common and preferred securities). We have elected to use
preferred securities as a form of leverage despite the fact that the dividend
rates of our preferred securities exceed the prevailing market interest rates on
conventional debt. We have chosen this method of financing for the following
reasons: (i) under the REIT structure, a significant amount of operating cash
flow needs to be distributed to our shareholders, making it difficult to repay
debt with operating cash flow alone, (ii) our perpetual preferred shares have no
sinking fund requirement or maturity date and do not require redemption, all of
which eliminate any future refinancing risks, (iii) after the end of a non-call
period, we have the option to redeem the preferred shares at any time, which
enable us to refinance higher coupon preferred shares with new preferred shares
at lower rates if appropriate, (iv) preferred shares do not contain covenants,
61
thus allowing us to maintain significant financial flexibility, and (v)
dividends on the preferred shares can be applied to satisfy our REIT
distribution requirements.
Our credit ratings on each of our series of preferred shares are "Baa1" by
Moody's and "BBB" by Standard & Poor's.
ISSUANCE AND REDEMPTION OF SECURITIES: We believe that our size and
financial flexibility enables us to access capital when appropriate and when
market conditions are favorable. However, over the past nine months, accessing
capital through the credit markets has become very difficult, in part due to the
lack of liquidity.
As of September 30, 2009, several of our series of preferred shares were
redeemable at our option; however, we have not called these series for
redemption. Although we may acquire these shares on the open market, it is not
advantageous to redeem these shares at face value pursuant to our redemption
option at this time because, based upon current market conditions, we cannot
issue additional preferred securities at a lower coupon rate than the securities
that would be called. The timing of redemption of any of these series of
preferred shares will depend upon many factors including when, or if, market
conditions improve such that we can issue new preferred shares at a lower cost
of capital than the shares that would be redeemed.
We have the option to call for redemption the Equity Shares, Series A
beginning at any time after March 31, 2010 for $24.50 per depositary share plus
accrued and unpaid distributions, representing an implied yield of 10%. No
decision has been made on redemption of these securities.
In the past we have typically raised additional capital in advance of the
redemption dates to ensure that we have available funds to redeem these
securities. Provided market conditions improve in the future, we may raise
capital in advance to fund redemptions.
REPURCHASES OF THE COMPANY'S EQUITY AND PREFERRED SECURITIES: Dislocations
in capital markets have provided opportunities for the repurchase of our
preferred and debt securities. During the nine months ended September 30, 2009,
we repurchased certain of our Cumulative Preferred Shares in privately
negotiated transactions with a liquidation value of $24.6 million for
approximately $17.5 million, including accrued dividends, reducing our ongoing
dividend requirement by approximately $1.8 million per year. Also during the
nine months ended September 30, 2009, we repurchased certain of our Preferred
Partnership Units in privately negotiated transactions with a carrying amount of
$225 million for approximately $153 million, reducing our ongoing dividend
requirement by approximately $14.4 million per year.
On February 12, 2009, we acquired approximately $110 million face amount of
our existing senior unsecured notes pursuant to a tender offer. The amounts paid
in the tender were substantially less than what would have been paid if we were
to repay this debt early subject to the prepayment premiums under the related
debt agreement.
Our Board of Trustees has authorized the repurchase from time to time of up
to 35,000,000 of our common shares on the open market or in privately negotiated
transactions. During the nine months ended September 30, 2009, we did not
repurchase any of our common shares. From the inception of the repurchase
program through November 6, 2009, we have repurchased a total of 23,721,916
common shares at an aggregate cost of approximately $679.1 million. Future
levels of common repurchases will be dependent upon our available capital,
investment alternatives, and the trading price of our common shares.
These acquisitions were funded by us with cash on hand. We continue to
monitor the existing trading ranges of all our outstanding debt and equity
securities for potential opportunities.
CONTRACTUAL OBLIGATIONS
Our significant contractual obligations at September 30, 2009 and their
impact on our cash flows and liquidity are summarized below for the years ending
December 31 (amounts in thousands):
62
2009
Total (remainder) 2010 2011 2012 2013 Thereafter
---------- ----------- ---------- --------- -------- ---------- ----------
Long-term debt (1) ............ $ 627,439 $ 21,440 $ 41,799 $ 154,348 $ 74,716 $ 259,878 $ 75,258
Operating leases (2)........... 100,459 1,841 5,954 5,433 5,456 5,348 76,427
Construction commitments (3)... 13,341 12,007 1,334 - - - -
---------- ----------- ---------- --------- -------- ---------- ----------
Total.......................... $ 741,239 $ 35,288 $ 49,087 $ 159,781 $ 80,172 $ 265,226 $ 151,685
========== =========== ========== ========= ======== ========== ==========
(1) Amounts include interest payments on our notes payable based on their
contractual terms. See Note 6 to our September 30, 2009 condensed
consolidated financial statements for additional information on our
notes payable.
(2) We lease land, equipment and office space under various operating
leases. Certain leases are cancelable with substantial penalties.
(3) Includes obligations for facilities under construction at September
30, 2009.
We have not included any additional funding requirements that we may be
required make to Shurgard Europe as a contractual obligation in the table above,
since it is uncertain whether or not we will be required to fund any additional
amounts and because such funding is subject to our assent.
We have no substantial construction commitments at September 30, 2009.
OFF-BALANCE SHEET ARRANGEMENTS: At September 30, 2009 we had no material
off-balance sheet arrangements as defined under Regulation S-K 303(a)(4) and the
instructions thereto.
63
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
-------------------------------------------------------------------
To limit our exposure to market risk, we principally finance our operations
and growth with permanent equity capital consisting either of common shares and
preferred shares. At September 30, 2009, our debt as a percentage of total
equity (based on book values) was 5.8%.
Our preferred shares are not redeemable at the option of the holders. At
September 30, 2009, our Series V, Series W, Series X, Series Y, Series Z, Series
A, Series B and Series C preferred shares are currently redeemable by us. Except
under certain conditions relating to the Company's qualification as a REIT, the
preferred shares are not redeemable by the Company pursuant to its redemption
option prior to the dates set forth in Note 8 to our September 30, 2009
condensed consolidated financial statements.
Our market risk sensitive instruments include notes payable, which totaled
$521,662,000 at September 30, 2009.
We have foreign currency exposures related to our investment in Shurgard
Europe, which has a book value of $272.7 million at September 30, 2009. We also
have a loan receivable from Shurgard Europe, which is denominated in Euros,
totaling (euro)391.9 million ($571.8 million) at September 30, 2009. We also
have an obligation, in certain circumstances, to loan up to an additional
(euro)185 million to Shurgard Europe.
The table below summarizes annual debt maturities and weighted-average
interest rates on our outstanding debt at the end of each year and fair values
required to evaluate our expected cash-flows under debt agreements and our
sensitivity to interest rate changes at September 30, 2009 (dollar amounts in
thousands).
2009
(remainder) 2010 2011 2012 2013 Thereafter Total Fair Value
----------- ---------- ------------ ------------- ---------- ------------ ------------ ------------
Fixed rate debt........ $ 2,289 $ 13,089 $ 131,432 $ 55,575 $251,421 $ 67,856 $ 521,662 $ 527,646
Average interest rate.. 5.68% 5.68% 5.68% 5.70% 5.62% 5.50%
----------------------------------------------------------------------------------------------------------------------------
Variable rate debt (1). $ - $ - $ - $ - $ - $ - $ - $ -
Average interest rate..
----------------------------------------------------------------------------------------------------------------------------
(1) Amounts include borrowings under our line of credit, which expires in
2012. As of September 30, 2009, we have no borrowings under our line
of credit.
64
ITEM 4. CONTROLS AND PROCEDURES
--------------------------------
We maintain disclosure controls and procedures that are designed to ensure
that information required to be disclosed in reports we file and submit under
the Securities Exchange Act of 1934, as amended ("Exchange Act"), is recorded,
processed, summarized and reported within the time periods specified in
accordance with SEC guidelines and that such information is communicated to
Public Storage's management, including our Chief Executive Officer and Chief
Financial Officer, to allow timely decisions regarding required disclosure based
on the definition of "disclosure controls and procedures" in Rules 13a-15(e) and
15d-15(e) of the Exchange Act. In designing and evaluating our disclosure
controls and procedures, we recognized that any controls and procedures, no
matter how well designed and operated, can provide only reasonable assurance of
achieving the desired control objectives and that our management necessarily was
required to apply its judgment in evaluating the cost-benefit relationship of
possible controls and procedures in reaching that level of reasonable assurance.
Also, we have investments in certain unconsolidated entities. Since Public
Storage does not control or manage these entities, our disclosure controls and
procedures with respect to such entities are substantially more limited than
those we maintain with respect to our consolidated subsidiaries.
Under the supervision and with the participation of our management,
including our Chief Executive Officer and Chief Financial Officer, we evaluated
our the effectiveness of our disclosure controls and procedures, as required by
Exchange Act Rule 13a-15(b), as of the end of the period covered by this report.
Based on that evaluation, our Chief Executive Officer and Chief Financial
Officer concluded that our disclosure controls and procedures were effective.
There were no changes in our internal control over financial reporting during
the quarter ended September 30, 2009 that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
-----------------
The information set forth under the heading "Legal Matters" in Note 12 to
the Condensed Consolidated Financial Statements in this Form 10-Q is
incorporated by reference in this Item 1.
ITEM 1A. RISK FACTORS
------------
The risk factors set forth below update the corresponding risk factor in
Part I, "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year
ended December 31, 2008. In addition to the risk factors below, you should
carefully consider the other risk factors discussed in our Annual Report on Form
10-K for the year ended December 31, 2008, which could materially affect our
business, financial position and results of operations.
IF WE FAILED TO QUALIFY AS A REIT FOR INCOME TAX PURPOSES, WE WOULD BE TAXED AS
A CORPORATION, WHICH WOULD SUBSTANTIALLY REDUCE FUNDS AVAILABLE FOR PAYMENT OF
DIVIDENDS.
Investors are subject to the risk that we may not qualify as a REIT for
income tax purposes. REITs are subject to a range of complex organizational and
operational requirements. As a REIT, we must distribute with respect to each
year at least 90% of our REIT taxable income to our shareholders (which may take
into account certain dividends paid in the subsequent year). Other restrictions
apply to our income and assets. Our REIT status is also dependent upon the
ongoing qualification of our affiliate, PSB, as a REIT, as a result of our
substantial ownership interest in that company.
For any taxable year that we fail to qualify as a REIT and are unable to
avail ourselves of relief provisions set forth in the Code, we would be subject
to federal income tax at the regular corporate rates on all of our taxable
income, whether or not we make any distributions to our shareholders. Those
taxes would reduce the amount of cash available for distribution to our
shareholders or for reinvestment and would adversely affect our earnings. As a
result, our failure to qualify as a REIT during any taxable year could have a
material adverse effect upon us and our shareholders. Furthermore, unless
certain relief provisions apply, we would not be eligible to elect REIT status
again until the fifth taxable year that begins after the first year for which we
fail to qualify.
We have also assumed, based on Shurgard Storage Center, Inc.'s public
filings and due diligence performed in connection with our acquisition of
Shurgard, that Shurgard qualified as a REIT through the date of the Shurgard
Merger on August 22, 2006. However, if Shurgard failed to qualify as a REIT, we
generally would have succeeded to or incurred significant tax liabilities
(including the significant tax liability that would have resulted from the
deemed sale of assets by Shurgard to us as part of the Shurgard Merger).
WE ARE SUBJECT TO GOVERNMENTAL REGULATIONS AND ACTIONS THAT AFFECT OUR OPERATING
RESULTS AND FINANCIAL CONDITION.
Our business is subject to regulation under a wide variety of U.S. federal,
state and local laws, regulations and policies. There can be no assurance that,
in response to current economic conditions or the current political environment
or otherwise, laws and regulations will not be implemented or changed in ways
that adversely affect our operating results and financial condition, such as
current federal legislative proposals to expand health care coverage costs or
facilitate union activity or otherwise increase operating costs.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
-----------------------------------------------------------
Our Board of Trustees has authorized the repurchase from time to time of up
to 35,000,000 of our common shares on the open market or in privately negotiated
transactions. During the nine months ended September 30, 2009, we did not
repurchase any of our common shares. From the inception of the repurchase
program through November 6, 2009, we have repurchased a total of 23,721,916
common shares at an aggregate cost of approximately $679.1 million. Our common
share repurchase program does not have an expiration date and there are
11,278,084 common shares that may yet be repurchased under our repurchase
66
program as of September 30, 2009. During the nine months ended September 30,
2009, we did not repurchase any of our common shares outside our publicly
announced repurchase program, except shares withheld for payment of tax
withholding in connection with our various stock option plans. Future levels of
common repurchases will be dependent upon our available capital, investment
alternatives, and the trading price of our common shares.
ITEM 6. EXHIBITS
--------
Exhibits required by Item 601 of Regulation S-K are filed herewith or
incorporated herein by reference and are listed in the attached Exhibit Index
which is incorporated herein by reference.
67
SIGNATURES
Pursuant to the requirement of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: November 6, 2009
PUBLIC STORAGE
By: /s/ John Reyes
--------------
John Reyes
Senior Vice President and
Chief Financial Officer
(Principal financial officer
and duly authorized officer)
68
PUBLIC STORAGE
INDEX TO EXHIBITS (1)
(Items 15(a)(3) and 15(c))
3.1 Articles of Amendment and Restatement of Declaration of Trust of
Public Storage, a Maryland real estate investment trust. Filed with
the Registrant's Current Report on Form 8-K dated June 6, 2007 and
incorporated by reference herein.
3.2 Bylaws of Public Storage, a Maryland real estate investment trust.
Filed with the Registrant's Current Report on Form 8-K dated June 6,
2007 and incorporated by reference herein.
3.3 Articles Supplementary for Public Storage Equity Shares, Series A.
Filed with the Registrant's Current Report on Form 8-K dated June 6,
2007 and incorporated by reference herein.
3.4 Articles Supplementary for Public Storage Equity Shares, Series AAA.
Filed with the Registrant's Current Report on Form 8-K dated June 6,
2007 and incorporated by reference herein.
3.5 Articles Supplementary for Public Storage 7.500% Cumulative
Preferred Shares, Series V. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.6 Articles Supplementary for Public Storage 6.500% Cumulative
Preferred Shares, Series W. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.7 Articles Supplementary for Public Storage 6.450% Cumulative
Preferred Shares , Series X. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.8 Articles Supplementary for Public Storage 6.850% Cumulative
Preferred Shares, Series Y. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.9 Articles Supplementary for Public Storage 6.250% Cumulative
Preferred Shares, Series Z. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.10 Articles Supplementary for Public Storage 6.125% Cumulative
Preferred Shares, Series A. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.11 Articles Supplementary for Public Storage 7.125% Cumulative
Preferred Shares, Series B. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.12 Articles Supplementary for Public Storage 6.600% Cumulative
Preferred Shares, Series C. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.13 Articles Supplementary for Public Storage 6.180% Cumulative
Preferred Shares, Series D. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.14 Articles Supplementary for Public Storage 6.750% Cumulative
Preferred Shares, Series E. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.15 Articles Supplementary for Public Storage 6.450% Cumulative
Preferred Shares, Series F. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
69
3.16 Articles Supplementary for Public Storage 7.000% Cumulative
Preferred Shares, Series G. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.17 Articles Supplementary for Public Storage 6.950% Cumulative
Preferred Shares, Series H. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.18 Articles Supplementary for Public Storage 7.250% Cumulative
Preferred Shares, Series I. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.19 Articles Supplementary for Public Storage 7.250% Cumulative
Preferred Shares, Series K. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.20 Articles Supplementary for Public Storage 6.750% Cumulative
Preferred Shares, Series L. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.21 Articles Supplementary for Public Storage 6.625% Cumulative
Preferred Shares, Series M. Filed with the Registrant's Current
Report on Form 8-K dated June 6, 2007 and incorporated by reference
herein.
3.22 Articles Supplementary for Public Storage 7.000% Cumulative
Preferred Shares, Series N. Filed with the Registrant's Current
Report on Form 8-K dated June 28, 2007 and incorporated by reference
herein.
4.1 Master Deposit Agreement, dated as of May 31, 2007. Filed with the
Registrant's Current Report on Form 8-K dated June 6, 2007 and
incorporated by reference herein.
10.1 Amended Management Agreement between Registrant and Public Storage
Commercial Properties Group, Inc. dated as of February 21, 1995.
Filed with Public Storage Inc.'s ("PSI") Annual Report on Form 10-K
for the year ended December 31, 1994 (SEC File No. 001-0839) and
incorporated herein by reference.
10.2 Second Amended and Restated Management Agreement by and among
Registrant and the entities listed therein dated as of November 16,
1995. Filed with PS Partners, Ltd.'s Annual Report on Form 10-K for
the year ended December 31, 1996 (SEC File No. 001-11186) and
incorporated herein by reference.
10.3 Limited Partnership Agreement of PSAF Development Partners, L.P.
Filed with PSI's Quarterly Report on Form 10-Q for the quarterly
period ended March 31, 1997 (SEC File No. 001-0839) and incorporated
herein by reference.
10.4 Agreement of Limited Partnership of PS Business Parks, L.P. Filed
with PS Business Parks, Inc.'s Quarterly Report on Form 10-Q for the
quarterly period ended June 30, 1998 (SEC File No. 001-10709) and
incorporated herein by reference.
10.5 Amended and Restated Agreement of Limited Partnership of Storage
Trust Properties, L.P. (March 12, 1999). Filed with PSI's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 1999
(SEC File No. 001-0839) and incorporated herein by reference.
10.6 Limited Partnership Agreement of PSAC Development Partners, L.P.
Filed with PSI's Current Report on Form 8-K dated November 15, 1999
(SEC File No. 001-0839) and incorporated herein by reference.
10.7 Agreement of Limited Liability Company of PSAC Storage Investors,
L.L.C. Filed with PSI's Current Report on Form 8-K dated November
15, 1999 (SEC File No. 001-0839) and incorporated herein by
reference.
10.8 Amended and Restated Agreement of Limited Partnership of PSA
Institutional Partners, L.P. Filed with PSI's Annual Report on Form
10-K for the year ended December 31, 1999 (SEC File No. 001-0839)
and incorporated herein by reference.
70
10.9 Amendment to Amended and Restated Agreement of Limited Partnership
of PSA Institutional Partners, L.P. Filed with PSI's Quarterly
Report on Form 10-Q for the quarterly period ended June 30, 2000
(SEC File No. 001-0839) and incorporated herein by reference.
10.10 Second Amendment to Amended and Restated Agreement of Limited
Partnership of PSA Institutional Partners, L.P. Filed with PSI's
Quarterly Report on Form 10-Q for the quarterly period ended March
31, 2004 (SEC File No. 001-0839) and incorporated herein by
reference.
10.11 Third Amendment to Amended and Restated Agreement of Limited
Partnership of PSA Institutional Partners, L.P. Filed with PSI's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004 (SEC File No. 001-0839) and incorporated herein
by reference.
10.12 Limited Partnership Agreement of PSAF Acquisition Partners, L.P.
Filed with PSI's Annual Report on Form 10-K for the year ended
December 31, 2003 (SEC File No. 001-0839) and incorporated herein by
reference.
10.13 Credit Agreement by and among Registrant, Wells Fargo Bank, National
Association and Wachovia Bank, National Association as co-lead
arrangers, and the other financial institutions party thereto, dated
March 27, 2007. Filed with PSI's Current Report on Form 8-K on April
2, 2007 (SEC File No. 001-0839) and incorporated herein by
reference.
10.14* Post-Retirement Agreement between Registrant and B. Wayne Hughes
dated as of March 11, 2004. Filed with Registrant's Quarterly Report
on Form 10-Q for the quarter ended June 30, 2009 and incorporated
herein by reference.
10.15* Shurgard Storage Centers, Inc. 1995 Long Term Incentive Compensation
Plan. Incorporated by reference to Appendix B of Definitive Proxy
Statement dated June 8, 1995 filed by Shurgard (SEC File No.
001-11455).
10.16* Shurgard Storage Centers, Inc. 2000 Long-Term Incentive Plan.
Incorporated by reference to Exhibit 10.27 Annual Report on Form
10-K for the year ended December 31, 2000 filed by Shurgard (SEC
File No. 001-11455).
10.17* Shurgard Storage Centers, Inc. 2004 Long Term Incentive Compensation
Plan. Incorporated by reference to Appendix A of Definitive Proxy
Statement dated June 7, 2004 filed by Shurgard (SEC File No.
001-11455).
10.18* Public Storage, Inc. 1996 Stock Option and Incentive Plan. Filed
with PSI's Annual Report on Form 10-K for the year ended December
31, 2000 (SEC File No. 001-0839) and incorporated herein by
reference.
10.19* Public Storage, Inc. 2000 Non-Executive/Non-Director Stock Option
and Incentive Plan. Filed with PSI's Registration Statement on Form
S-8 (SEC File No. 333-52400) and incorporated herein by reference.
10.20* Public Storage, Inc. 2001 Non-Executive/Non-Director Stock Option
and Incentive Plan. Filed with PSI's Registration Statement on Form
S-8 (SEC File No. 333-59218) and incorporated herein by reference.
10.21* Public Storage, Inc. 2001 Stock Option and Incentive Plan ("2001
Plan"). Filed with PSI's Registration Statement on Form S-8 (SEC
File No. 333-59218) and incorporated herein by reference.
10.22* Form of 2001 Plan Non-qualified Stock Option Agreement. Filed with
PSI's Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004 (SEC File No. 001-0839) and incorporated herein
by reference.
71
10.23* Form of 2001 Plan Restricted Share Unit Agreement. Filed with PSI's
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 2004 (SEC File No. 001-0839) and incorporated herein
by reference.
10.24* Form of 2001 Plan Non-Qualified Outside Director Stock Option
Agreement. Filed with PSI's Quarterly Report on Form 10-Q for the
quarterly period ended September 30, 2004 (SEC File No. 001-0839)
and incorporated herein by reference.
10.25* Public Storage, Inc. Performance-Based Compensation Plan for Covered
Employees. Filed with PSI's Current Report on Form 8-K dated May 11,
2005 (SEC File No. 001-0839) and incorporated herein by reference.
10.26* Public Storage 2007 Equity and Performance-Based Incentive
Compensation Plan. Filed as Exhibit 4.1 to Registrant's Registration
Statement on Form S-8 (SEC File No. 333-144907) and incorporated
herein by reference.
10.27* Form of 2007 Plan Restricted Stock Unit Agreement. Filed with
Registrant's Quarterly Report on Form 10-Q for the quarter ended
June 30, 2007 and incorporated herein by reference.
10.28* Form of 2007 Plan Stock Option Agreement. Filed with Registrant's
Quarterly Report on Form 10-Q for the quarter ended June 30, 2007
and incorporated herein by reference.
10.29* Form of Indemnity Agreement. Filed with Registrant's Amendment No. 1
to Registration Statement on Form S-4 (SEC File No. 333-141448) and
incorporated herein by reference.
10.30* Offer letter/Employment Agreement dated as of July 28, 2008 between
Registrant and Mark Good. Filed as Exhibit 10.1 to Registrant's
Current Report on Form 8-K dated September 9, 2008 and incorporated
herein by reference.
12 Statement Re: Computation of Ratio of Earnings to Fixed Charges and
Preferred Stock Dividends. Filed herewith.
31.1 Rule 13a - 14(a) Certification. Filed herewith.
31.2 Rule 13a - 14(a) Certification. Filed herewith.
32 Section 1350 Certifications. Filed herewith.
101 .INS** XBRL Instance Document
101 .SCH** XBRL Taxonomy Extension Schema
101 .CAL** XBRL Taxonomy Extension Calculation Linkbase
101 .DEF** XBRL Taxonomy Extension Definition Linkbase
101 .LAB** XBRL Taxonomy Extension Label Linkbase
101 .PRE** XBRL Taxonomy Extension Presentation Link
_ (1) SEC File No. 001-33519 unless otherwise indicated.
* Denotes management compensatory plan agreement or arrangement.
** Furnished herewith.
72