UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the period ended June 30, 1996
or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the transition period from to
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Commission File Number 1-10859
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PUBLIC STORAGE PROPERTIES XVII, INC.
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(Exact name of registrant as specified in its charter)
California 95-4300891
- -------------------------------- ---------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
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 the past 90 days.
Yes X No
-- --
The number of shares outstanding of the Company's classes of common stock as of
June 30, 1996:
2,775,923 shares of $.01 par value Series A shares
324,989 shares of $.01 par value Series B shares
920,802 shares of $.01 par value Series C shares
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INDEX
Page
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PART I. FINANCIAL INFORMATION
Condensed Balance Sheets at June 30, 1996
and December 31, 1995 2
Condensed Statements of Income for the three and six
months ended June 30, 1996 and 1995 3
Condensed Statement of Shareholders' Equity for the
six months ended June 30, 1996 4
Condensed Statements of Cash Flows for the
six months ended June 30, 1996 and 1995 5
Notes to Condensed Financial Statements 6
Management's Discussion and Analysis of
Financial Condition and Results of Operations 7-9
PART II. OTHER INFORMATION 10
PUBLIC STORAGE PROPERTIES XVII, INC.
CONDENSED BALANCE SHEETS
June 30, December 31,
1996 1995
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(Unaudited)
ASSETS
------
Cash and cash equivalents $ 485,000 $ 437,000
Rent and other receivables 43,000 43,000
Prepaid expenses 187,000 399,000
Real estate facilities at cost:
Building, land improvements and equipment 43,906,000 43,686,000
Land 22,837,000 22,837,000
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66,743,000 66,523,000
Less accumulated depreciation (18,139,000) (17,125,000)
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48,604,000 49,398,000
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Total assets $ 49,319,000 $50,277,000
============= =============
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
Accounts payable $ 788,000 $ 1,033,000
Dividends payable 962,000 1,522,000
Advance payments from renters 342,000 307,000
Note payable 5,400,000 5,650,000
Shareholders' equity:
Series A common, $.01 par value,
4,983,165 shares authorized,
2,775,923 shares issued and
outstanding (2,780,323 shares issued
and outstanding in 1995) 28,000 28,000
Convertible Series B common,
$.01 par value, 324,989 shares
authorized, issued and outstanding 3,000 3,000
Convertible Series C common,
$.01 par value, 920,802 shares
authorized, issued and outstanding 9,000 9,000
Paid-in-capital 51,769,000 51,842,000
Cumulative income 19,003,000 16,944,000
Cumulative distributions (28,985,000) (27,061,000)
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Total shareholders' equity 41,827,000 41,765,000
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Total liabilities and shareholders' equity $49,319,000 $50,277,000
============= =============
See accompanying notes.
2
PUBLIC STORAGE PROPERTIES XVII, INC.
CONDENSED STATEMENTS OF INCOME
(UNAUDITED)
Three Months Ended Six Months Ended
June 30, June 30,
----------------------------------- ----------------------------------
1996 1995 1996 1995
-------------- -------------- ------------- ------------
REVENUES:
Rental income $2,739,000 $2,628,000 $5,373,000 $5,181,000
Interest income 5,000 6,000 10,000 19,000
-------------- -------------- ------------- ------------
2,744,000 2,634,000 5,383,000 5,200,000
-------------- -------------- ------------- ------------
COSTS AND EXPENSES:
Cost of operations 794,000 762,000 1,649,000 1,507,000
Management fees
paid to affiliates 143,000 151,000 284,000 301,000
Depreciation 486,000 493,000 1,014,000 1,032,000
Interest expense 123,000 86,000 258,000 111,000
Administrative 57,000 63,000 119,000 144,000
-------------- -------------- ------------- ------------
1,603,000 1,555,000 3,324,000 3,095,000
-------------- -------------- ------------- ------------
NET INCOME $1,141,000 $1,079,000 $2,059,000 $2,105,000
============== ============== ============= ============
Earnings per share:
Primary - Series A $0.38 $0.33 $0.67 $0.63
============== ============== ============= ============
Fully diluted - Series A $0.28 $0.26 $0.51 $0.50
============== ============== ============= ============
Dividends declared per share:
Series A $0.31 $0.31 $0.62 $0.60
============== ============== ============= ============
Series B $0.31 $0.31 $0.62 $0.60
============== ============== ============= ============
Weighted average common shares outstanding:
Primary - Series A 2,775,923 2,945,615 2,775,923 3,032,115
============== ============== ============= ============
Fully diluted - Series A 4,021,714 4,191,406 4,021,714 4,277,906
============== ============== ============= ============
See accompanying notes.
3
Public Storage Properties XVII, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
Convertible Convertible
Series A Series B Series C Paid-in
Shares Amount Shares Amount Shares Amount Capital
--------- ------- ------- ------ ------- ------ -----------
Balances at December 31, 1995 2,780,323 $28,000 324,989 $3,000 920,802 $9,000 $51,842,000
Net income - - - - - - -
Repurchase of shares (4,400) - - - - - (73,000)
Cash distributions declared:
$.62 per share - Series A - - - - - - -
$.62 per share - Series B - - - - - - -
--------- ------- ------- ------ ------- ------ -----------
Balances at June 30, 1996 2,775,923 $28,000 324,989 $3,000 920,802 $9,000 $51,769,000
========= ======= ======= ====== ======= ======= ============
Public Storage Properties XVII, Inc.
Condensed Statement of Shareholders' Equity
(Unaudited)
Cumulative Total
Net Cumulative Shareholders'
Income Distributions Equity
----------- ------------- -----------
Balances at December 31, 1995 $16,944,000 ($27,061,000) $41,765,000
Net income 2,059,000 - 2,059,000
Repurchase of shares - - (73,000)
Cash distributions declared:
$.62 per share - Series A - (1,722,000) (1,722,000)
$.62 per share - Series B - (202,000) (202,000)
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Balances at June 30, 1996 $19,003,000 ($28,985,000) $41,827,000
=========== ============= ===========
See accompanying notes.
4
PUBLIC STORAGE PROPERTIES XVII, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
Six Months Ended
June 30,
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1996 1995
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Cash flows from operating activities:
Net income $ 2,059,000 $ 2,105,000
Adjustments to reconcile net
income to net cash provided
by operating activities:
Depreciation 1,014,000 1,032,000
Decrease in rent and other receivables - 3,000
Amortization of prepaid expenses 224,000 -
Increase in prepaid expenses (12,000) (1,000)
Decrease in accounts payable (245,000) (111,000)
Increase in advance payments from renters 35,000 60,000
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Total adjustments 1,016,000 983,000
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Net cash provided by operating activities 3,075,000 3,088,000
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Cash flows from investing activities:
Additions to real estate facilities (220,000) (86,000)
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Net cash used in investing activities (220,000) (86,000)
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Cash flows from financing activities:
(Payments) proceeds from note payable to bank (250,000) 4,150,000
Distributions paid to shareholders (2,484,000) (2,029,000)
Purchase of Company Series A common stock (73,000) (5,975,000)
--------------- -------------
Net cash used in financing activities (2,807,000) (3,854,000)
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Net increase (decrease) in cash
and cash equivalents 48,000 (852,000)
Cash and cash equivalents at
the beginning of the period 437,000 1,849,000
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Cash and cash equivalents at
the end of the period $ 485,000 $ 997,000
=============== =============
See accompanying notes.
5
PUBLIC STORAGE PROPERTIES XVII, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. The accompanying unaudited condensed financial statements have been
prepared pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with generally
accepted accounting principles have been condensed or omitted pursuant to
such rules and regulations, although management believes that the
disclosures contained herein are adequate to make the information presented
not misleading. These unaudited condensed financial statements should be
read in conjunction with the financial statements and related notes
appearing in the Company's Form 10-K for the year ended December 31, 1995.
2. In the opinion of management, the accompanying unaudited condensed
financial statements reflect all adjustments, consisting of only normal
accruals, necessary to present fairly the Company's financial position at
June 30, 1996 and December 31, 1995, the results of its operations for the
three and six months ended June 30, 1996 and 1995 and its cash flows for
the six months then ended.
3. The results of operations for the three months and six months ended June
30, 1996 are not necessarily indicative of the results expected for the
full year.
4. In 1995, the Company prepaid eight months of 1996 management fees at a
total cost of $298,000. The Company expensed $224,000 of the 1996 prepaid
management fees for the six months ended June 30, 1996. The balance of
prepaid management fees, $74,000, is included in prepaid expenses in the
Balance Sheet at June 30, 1996.
5. The Company has an unsecured revolving credit facility with a bank for
borrowings up to $7,500,000 for working capital purposes and general
corporate purposes. Outstanding borrowings on the credit facility which, at
the Company's option, bear interest at either the bank's prime rate plus
.25% (8.50% at June 30, 1996) or the bank's LIBOR rate plus 2.25% (7.80% at
June 30, 1996), will convert to a term loan on April 1, 1997. Principal
will be payable quarterly beginning on April 1, 1997. Interest is payable
monthly until maturity. On January 1, 2002, the remaining unpaid principal
and interest is due and payable. At June 30, 1996, the outstanding balance
on the credit facility was $5,400,000. In July 1996, the Company borrowed
an additional $600,000. As of June 30, 1996, the Company was in compliance
with the covenants of the credit facility.
6
PUBLIC STORAGE PROPERTIES XVII, INC.
MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following is management's discussion and analysis of certain
significant factors occurring during the periods presented in the accompanying
Condensed Financial Statements.
Results of Operations.
- ----------------------
The Company's net income for the six months ended June 30, 1996 and 1995
was $2,059,000 and $2,105,000, respectively, representing a decrease of $46,000
or 2%. Net income for the three months ended June 30, 1996 and 1995 was
$1,141,000 and $1,079,000, respectively, representing an increase of $62,000 or
6%. Property net operating income (rental income less cost of operations,
management fees paid to affiliates and depreciation expense) increased for both
periods. However, the increase in interest expense partially offset by the
increase in property net operating income caused the decrease in net income for
the six months ended June 30, 1996.
Rental income increased $192,000 or 4% from $5,181,000 to $5,373,000 for
the six months ended June 30, 1995 and 1996, respectively, and increased
$111,000 or 4% from $2,628,000 to $2,739,000 for the three months ended June 30,
1995 and 1996, respectively. The Company's mini-warehouse operations generated
increases in rental income of $146,000 and $78,000 for the six and three months
ended June 30, 1996, respectively, compared to the same periods in 1995
primarily due to increased rental rates at a majority of the Company's
properties. The Company's three business park facilities also contributed to the
increase in rental income as a result of increased rental rates.
The Company's mini-warehouse operations had weighted average occupancy
levels of 89% and 87% for the six month periods ended June 30, 1996 and 1995,
respectively. The Company's business park operations had weighted average
occupancy levels of 92% and 93% for the six month periods ended June 30, 1996
and 1995, respectively.
Cost of operations (including management fees paid to affiliates and
depreciation expense) for the six months ended June 30, 1996 and 1995 was
$2,947,000 and $2,840,000, respectively, representing an increase of $107,000.
Cost of operations for the three months ended June 30, 1996 and 1995 was
$1,423,000 and $1,406,000, respectively, representing an increase of $17,000.
These increases are primarily due to increases in snow removal costs and
property taxes offset by a decrease in management fees paid to affiliates. Snow
removal costs increased due to higher than normal snow levels at the Company's
facilities located in the eastern states. The increase in property taxes is
primarily due to a one-time tax refund received in early 1995 at the Company's
San Diego, California business park.
7
In 1995, the Company prepaid eight months of 1996 management fees on its
mini-warehouse operations (based on the management fees for the comparable
period during the calendar year immediately preceding the prepayment) discounted
at the rate of 14% per year to compensate for early payment. During the six
month period ended June 30, 1996, the Company expensed $224,000 of prepaid
management fees. The amount is included in management fees paid to affiliates in
the condensed statement of income. As a result of the prepayment, the Company
saved approximately $26,000 in management fees, based on the management fees
that would have been payable on rental income generated in the six months ended
June 30, 1996 compared to the amount prepaid.
Interest expense for the three and six month periods ended June 30, 1996
increased by $37,000 and $147,000, respectively, as compared to the same periods
in 1995 due primarily to a higher outstanding loan balance in 1996 over 1995.
Liquidity and Capital Resources.
- --------------------------------
Cash flows from operating activities ($3,075,000 in 1996), cash reserves
and borrowings from the Company's credit facility discussed below were
sufficient to meet all current obligations and distributions of the Company
during the six months ended June 30, 1996. Management expects cash flows from
operations will be sufficient to fund capital expenditures and quarterly
distributions.
The Company has an unsecured revolving credit facility with a bank for
borrowings up to $7,500,000 for working capital purposes and general corporate
purposes. Outstanding borrowings on the credit facility which, at the Company's
option, bear interest at either the bank's prime rate plus .25% (8.50% at June
30, 1996) or the bank's LIBOR rate plus 2.25% (7.80% at June 30, 1996), will
convert to a term loan on April 1, 1997. Principal will be payable quarterly
beginning on April 1, 1997. Interest is payable monthly until maturity. On
January 1, 2002, the remaining unpaid principal and interest is due and payable.
At June 30, 1996, the outstanding balance on the credit facility was $5,400,000.
In July 1996, the Company borrowed an additional $600,000. As of June 30, 1996,
the Company was in compliance with the covenants of the credit facility.
The Company's Board of Directors has authorized the Company to purchase up
to 1,300,000 shares of Series A common stock. The Company has repurchased
961,451 shares of Series A common stock, of which 4,400 shares were purchased in
the first quarter of 1996.
8
The Company has elected and intends to continue to qualify as a real estate
investment trust ("REIT") for federal income tax purposes. As a REIT, the
Company must meet, among other tests, sources of income, share ownership, and
certain asset tests. The Company is not taxed on that portion of its taxable
income which is distributed to its shareholders provided that at least 95% of
its taxable income is so distributed to its shareholders prior to filing of the
Company's tax return. The primary difference between book income and taxable
income is depreciation expense. In 1995, the Company's federal tax depreciation
was $1,446,000.
The bylaws of the Company provide that, during 1999, unless shareholders
have previously approved such a proposal, the shareholders will be presented
with a proposal to approve or disapprove (a) the sale or financing of all or
substantially all of the properties and (b) the distribution of the proceeds
from such transaction and, in the case of a sale, the liquidation of the
Company.
Supplemental Information.
- -------------------------
The Company's funds from operations ("FFO") is defined generally by the
National Association of Real Estate Investment Trusts as net income before loss
on early extinguishment of debt and gain on disposition of real estate, plus
depreciation and amortization. FFO for the six months ended June 30, 1996 and
1995 was $3,073,000 and $3,137,000, respectively. FFO for the three months ended
June 30, 1996 and 1995 was $1,627,000 and $1,572,000, respectively. FFO is a
supplemental performance measure for equity Real Estate Investment Trusts used
by industry analysts. FFO does not take into consideration principal payments on
debt, capital improvements, distributions and other obligations of the Company.
The only depreciation or amortization that is added to income to derive FFO is
depreciation and amortization directly related to physical real estate. All
depreciation and amortization reported by the Company relates to physical real
estate and does not include any depreciation or amortization related to
goodwill, deferred financing costs or other intangibles. FFO is not a substitute
for the Company's net cash provided by operating activities or net income
computed in accordance with generally accepted accounting principles, as a
measure of liquidity or operating performance.
9
PART II. OTHER INFORMATION
ITEMS 1 through 5 are inapplicable.
ITEM 6 Exhibits and Reports on Form 8-K
(a) The following Exhibit is included herein:
(27) Financial Data Schedule
(b) Form 8 - K
None.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
DATED: August 13, 1996
PUBLIC STORAGE PROPERTIES XVII, INC.
BY: /s/ Ronald L. Havner, Jr.
-------------------------
Ronald L. Havner, Jr.
Senior Vice President and
Chief Financial Officer
10