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Section 1: 10-Q (10-Q)

psa-20190331 10Q

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 March 31, 2019

or

[   ]Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the transition period from ____________ to ____________.

Commission File Number:  001-33519

PUBLIC STORAGE
(Exact name of registrant as specified in its charter)



 

Maryland

95-3551121

(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification Number)



 

701 Western Avenue, Glendale, California

91201-2349

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code:  (818) 244-8080.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for at least the past 90 days.

[X]  Yes  [   ]  No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

[X]  Yes  [   ]  No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company.  See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.



 

 

 

 

Large accelerated
filer

Accelerated
filer

Non-accelerated
filer

Smaller reporting company

Emerging growth company

[X]

[   ]

[   ]

[   ]

[   ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. [   ]

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 April 29, 2019:

Common Shares of beneficial interest, $.10 par value per share – 174,521,922 shares

 

 


 

PUBLIC STORAGE



INDEX







 

 

PART I

FINANCIAL INFORMATION

Pages



 

 

Item 1.

Financial Statements (Unaudited)

 



 

 



Balance Sheets at March 31, 2019 and December 31, 2018



 

 



Statements of Income for the Three Months Ended March 31, 2019 and 2018



 

 



Statements of Comprehensive Income for the Three Months Ended
March 31, 2019 and 2018



 

 



Statements of Equity for the Three Months Ended March 31, 2019 and 2018

4-5 



 

 



Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018

6-7 



 

 



Condensed Notes to Financial Statements

8-26 



 

 

Item 2.

Management’s Discussion and Analysis of
Financial Condition and Results of Operations

27-55 



 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

56 



 

 

Item 4.

Controls and Procedures

56 



 

 

PART II

OTHER INFORMATION (Items 3, 4 and 5 are not applicable)

 



 

 

Item 1.

Legal Proceedings

57 



 

 

Item 1A.

Risk Factors

57 



 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

57 



 

 

Item 6.

Exhibits

57 



 

 



 



 

 

 


 

 

PUBLIC STORAGE

BALANCE SHEETS

(Amounts in thousands, except share data)





 

 

 

 

 



March 31,

 

December 31,



2019

 

2018

ASSETS

 

(Unaudited)

 

 

 



 

 

 

 

 

Cash and equivalents

$

217,973 

 

$

361,218 

Real estate facilities, at cost:

 

 

 

 

 

Land

 

4,080,301 

 

 

4,047,982 

Buildings

 

11,457,059 

 

 

11,248,862 



 

15,537,360 

 

 

15,296,844 

Accumulated depreciation

 

(6,255,475)

 

 

(6,140,072)



 

9,281,885 

 

 

9,156,772 

Construction in process

 

213,785 

 

 

285,339 



 

9,495,670 

 

 

9,442,111 



 

 

 

 

 

Investments in unconsolidated real estate entities

 

784,314 

 

 

783,988 

Goodwill and other intangible assets, net

 

210,459 

 

 

209,856 

Other assets

 

166,600 

 

 

131,097 

Total assets

$

10,875,016 

 

$

10,928,270 



 

 

 

 

 



 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 



 

 

 

 

 

Notes payable

$

1,406,150 

 

$

1,412,283 

Accrued and other liabilities

 

374,245 

 

 

371,259 

    Total liabilities

 

1,780,395 

 

 

1,783,542 



 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 



 

 

 

 

 

Equity:

 

 

 

 

 

Public Storage shareholders’ equity:

 

 

 

 

 

Preferred Shares, $0.01 par value, 100,000,000 shares authorized,

 

 

 

 

 

161,000 shares issued (in series) and outstanding, (161,000 at

 

 

 

 

 

December 31, 2018), at liquidation preference

 

4,025,000 

 

 

4,025,000 

Common Shares, $0.10 par value, 650,000,000 shares authorized,

 

 

 

 

 

174,215,292 shares issued and outstanding (174,130,881 shares at

 

 

 

 

 

December 31, 2018)

 

17,422 

 

 

17,413 

Paid-in capital

 

5,708,699 

 

 

5,718,485 

Accumulated deficit

 

(615,329)

 

 

(577,360)

Accumulated other comprehensive loss

 

(65,971)

 

 

(64,060)

Total Public Storage shareholders’ equity

 

9,069,821 

 

 

9,119,478 

Noncontrolling interests

 

24,800 

 

 

25,250 

  Total equity

 

9,094,621 

 

 

9,144,728 

Total liabilities and equity

$

10,875,016 

 

$

10,928,270 

 

 

See accompanying notes.

1

 


 

 

PUBLIC STORAGE

STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)





 

 

 

 

 



For the Three Months Ended March 31,



2019

 

2018



 

 

 

 

 

Revenues:

 

 

 

 

 

Self-storage facilities

$

650,408 

 

$

631,537 

Ancillary operations

 

38,630 

 

 

38,387 



 

689,038 

 

 

669,924 



 

 

 

 

 

Expenses:

 

 

 

 

 

Self-storage cost of operations

 

193,656 

 

 

182,187 

Ancillary cost of operations

 

10,545 

 

 

10,640 

Depreciation and amortization

 

121,941 

 

 

117,979 

General and administrative

 

19,503 

 

 

31,520 

Interest expense

 

8,143 

 

 

8,107 



 

353,788 

 

 

350,433 



 

 

 

 

 

Interest and other income

 

6,965 

 

 

5,544 

Equity in earnings of unconsolidated real estate entities

 

17,672 

 

 

30,795 

Foreign currency exchange gain (loss)

 

7,791 

 

 

(11,818)

Gain on sale of real estate

 

 -

 

 

424 

Net income

 

367,678 

 

 

344,436 

Allocation to noncontrolling interests

 

(1,157)

 

 

(1,439)

Net income allocable to Public Storage shareholders

 

366,521 

 

 

342,997 

Allocation of net income to:

 

 

 

 

 

Preferred shareholders - distributions

 

(55,012)

 

 

(54,081)

Preferred shareholders - redemptions (Note 8)

 

(8,533)

 

 

 -

Restricted share units 

 

(1,233)

 

 

(1,097)

Net income allocable to common shareholders

$

301,743 

 

$

287,819 

Net income per common share:

 

 

 

 

 

Basic

$

1.73 

 

$

1.66 

Diluted

$

1.73 

 

$

1.65 



 

 

 

 

 

Basic weighted average common shares outstanding

 

174,177 

 

 

173,892 

Diluted weighted average common shares outstanding

 

174,376 

 

 

174,148 



 

 

 

 

 



 

 

See accompanying notes.

2

 


 

 

PUBLIC STORAGE

STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)





 

 

 

 

 



For the Three Months Ended March 31,



2019

 

2018



 

 

 

 

 

Net income

$

367,678 

 

$

344,436 

Other comprehensive income (loss):

 

 

 

 

 

Aggregate foreign currency exchange gain (loss)

 

5,880 

 

 

(7,605)

Adjust for aggregate foreign currency exchange

 

 

 

 

 

(gain) loss included in net income

 

(7,791)

 

 

11,818 

Other comprehensive (loss) income

 

(1,911)

 

 

4,213 

Total comprehensive income

 

365,767 

 

 

348,649 

Allocation to noncontrolling interests

 

(1,157)

 

 

(1,439)

Comprehensive income allocable to

 

 

 

 

 

Public Storage shareholders

$

364,610 

 

$

347,210 



 



 

 

See accompanying notes.

3

 


 

 

 PUBLIC STORAGE

STATEMENT OF EQUITY

Three Months Ended March 31, 2019

(Amounts in thousands, except share and per share amounts)

(Unaudited)





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

 

 



Cumulative

 

 

 

 

 

 

 

 

 

 

Other

 

Public Storage

 

 

 

 

 



Preferred

 

Common

 

Paid-in

 

Accumulated

 

Comprehensive

 

Shareholders’

 

Noncontrolling

 

Total



Shares

 

Shares

 

Capital

 

Deficit

 

Loss

 

Equity

 

Interests

 

Equity

Balances at December 31, 2018

$

4,025,000 

 

$

17,413 

 

$

5,718,485 

 

$

(577,360)

 

$

(64,060)

 

$

9,119,478 

 

$

25,250 

 

$

9,144,728 

Issuance of 11,400 preferred shares (Note 8)

 

285,000 

 

 

 -

 

 

(8,277)

 

 

 -

 

 

 -

 

 

276,723 

 

 

 -

 

 

276,723 

Redemption of 11,400 preferred shares (Note 8)

 

(285,000)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(285,000)

 

 

 -

 

 

(285,000)

Issuance of common shares in connection with

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share-based compensation (84,411 shares) (Note 10)

 

 -

 

 

 

 

1,584 

 

 

 -

 

 

 -

 

 

1,593 

 

 

 -

 

 

1,593 

Cash paid in lieu of common shares, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share-based compensation expense (Note 10)

 

 -

 

 

 -

 

 

(3,093)

 

 

 -

 

 

 -

 

 

(3,093)

 

 

 -

 

 

(3,093)

Contributions by noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

196 

 

 

196 

Net income

 

 -

 

 

 -

 

 

 -

 

 

367,678 

 

 

 -

 

 

367,678 

 

 

 -

 

 

367,678 

Net income allocated to noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

(1,157)

 

 

 -

 

 

(1,157)

 

 

1,157 

 

 

 -

Distributions to equity holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred shares (Note 8)

 

 -

 

 

 -

 

 

 -

 

 

(55,012)

 

 

 -

 

 

(55,012)

 

 

 -

 

 

(55,012)

Noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(1,803)

 

 

(1,803)

Common shares and restricted share units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($2.00 per share)

 

 -

 

 

 -

 

 

 -

 

 

(349,478)

 

 

 -

 

 

(349,478)

 

 

 -

 

 

(349,478)

Other comprehensive loss (Note 2)

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(1,911)

 

 

(1,911)

 

 

 -

 

 

(1,911)

Balances at March 31, 2019

$

4,025,000 

 

$

17,422 

 

$

5,708,699 

 

$

(615,329)

 

$

(65,971)

 

$

9,069,821 

 

$

24,800 

 

$

9,094,621 



 



 

 

See accompanying notes.

4

 


 

 

 PUBLIC STORAGE

STATEMENT OF EQUITY

Three Months Ended March 31, 2018

(Amounts in thousands, except share and per share amounts)

(Unaudited)









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

Accumulated

 

Total

 

 

 

 

 

 



Cumulative

 

 

 

 

 

 

 

 

 

 

Other

 

Public Storage

 

 

 

 

 



Preferred

 

Common

 

Paid-in

 

Accumulated

 

Comprehensive

 

Shareholders’

 

Noncontrolling

 

Total



Shares

 

Shares

 

Capital

 

Deficit

 

Loss

 

Equity

 

Interests

 

Equity

Balances at December 31, 2017

$

4,025,000 

 

$

17,385 

 

$

5,648,399 

 

$

(675,711)

 

$

(75,064)

 

$

8,940,009 

 

$

24,360 

 

$

8,964,369 

Issuance of common shares in connection with

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share-based compensation

 -

 

 

 

 

959 

 

 

 -

 

 

 -

 

 

967 

 

 

 -

 

 

967 

Share-based compensation expense, net of cash

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

paid in lieu of common shares

 -

 

 

 -

 

 

5,909 

 

 

 -

 

 

 -

 

 

5,909 

 

 

 -

 

 

5,909 

Contributions by noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

703 

 

 

703 

Net income

 

 -

 

 

 -

 

 

 -

 

 

344,436 

 

 

 -

 

 

344,436 

 

 

 -

 

 

344,436 

Net income allocated to noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

(1,439)

 

 

 -

 

 

(1,439)

 

 

1,439 

 

 

 -

Distributions to equity holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred shares (Note 8)

 

 -

 

 

 -

 

 

 -

 

 

(54,081)

 

 

 -

 

 

(54,081)

 

 

 -

 

 

(54,081)

Noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(1,715)

 

 

(1,715)

Common shares and restricted share units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($2.00 per share)

 

 -

 

 

 -

 

 

 -

 

 

(349,011)

 

 

 -

 

 

(349,011)

 

 

 -

 

 

(349,011)

Other comprehensive income (Note 2)

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

4,213 

 

 

4,213 

 

 

 -

 

 

4,213 

Balances at March 31, 2018

$

4,025,000 

 

$

17,393 

 

$

5,655,267 

 

$

(735,806)

 

$

(70,851)

 

$

8,891,003 

 

$

24,787 

 

$

8,915,790 







 

 

See accompanying notes.

5

 


 

 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)



 

 

 

 

 



For the Three Months Ended March 31,



2019

 

2018

Cash flows from operating activities:

 

 

 

 

 

Net income

$

367,678 

 

$

344,436 

Adjustments to reconcile net income to net cash flows

 

 

 

 

 

from operating activities:

 

 

 

 

 

Gain on real estate investment sales

 

 -

 

 

(424)

Depreciation and amortization

 

121,941 

 

 

117,979 

Equity in earnings of unconsolidated real estate entities

 

(17,672)

 

 

(30,795)

Distributions from retained earnings of unconsolidated

 

 

 

 

 

real estate entities

 

15,435 

 

 

12,649 

Foreign currency exchange (gain) loss

 

(7,791)

 

 

11,818 

Share-based compensation expense

 

6,664 

 

 

15,978 

Other

 

(12,671)

 

 

(13,122)

Total adjustments

 

105,906 

 

 

114,083 

Net cash flows from operating activities

 

473,584 

 

 

458,519 

Cash flows from investing activities:

 

 

 

 

 

Payments for capital expenditures to maintain real estate facilities for:

 

 

 

 

 

Costs incurred during the period

 

(25,428)

 

 

(13,749)

Costs incurred in previous periods

 

(8,173)

 

 

(9,859)

Payments for development and expansion of real estate facilities for:

 

 

 

 

 

Costs incurred during the period

 

(20,163)

 

 

(35,017)

Costs incurred in previous periods

 

(59,982)

 

 

(40,198)

Acquisition of real estate facilities and intangible assets

(79,499)

 

 

(18,024)

Proceeds from sale of real estate investments

 

 -

 

 

1,947 

Net cash flows from investing activities

 

(193,245)

 

 

(114,900)

Cash flows from financing activities:

 

 

 

 

 

Repayments on notes payable

 

(467)

 

 

(440)

Issuance of preferred shares

 

276,723 

 

 

 -

Issuance of common shares

 

1,593 

 

 

967 

Redemption of preferred shares

 

(285,000)

 

 

 -

Cash paid upon vesting of restricted share units

 

(9,757)

 

 

(10,069)

Contributions by noncontrolling interests

 

196 

 

 

703 

Distributions paid to Public Storage shareholders

 

(404,490)

 

 

(403,092)

Distributions paid to noncontrolling interests

 

(1,803)

 

 

(1,715)

Net cash flows from financing activities

 

(423,005)

 

 

(413,646)

Net cash flows from operating, investing, and financing activities

 

(142,666)

 

 

(70,027)

Net effect of foreign exchange translation

 

50 

 

 

(25)

Decrease in cash, equivalents, and restricted cash

$

(142,616)

 

$

(70,052)

 

 

 

 

 

 



See accompanying notes.

6

 


 

 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)





 

 

 

 

 



 

 

 

 

 



For the Three Months Ended March 31,



2019

 

2018



 

 

 

 

 

Cash, equivalents, and restricted cash at beginning of the period:

 

 

 

 

 

Cash and equivalents

$

361,218 

 

$

433,376 

Restricted cash included in other assets

 

22,801 

 

 

22,677 



$

384,019 

 

$

456,053 



 

 

 

 

 

Cash, equivalents, and restricted cash at end of the period:

 

 

 

 

 

Cash and equivalents

$

217,973 

 

$

363,030 

Restricted cash included in other assets

 

23,430 

 

 

22,971 



$

241,403 

 

$

386,001 



 

 

 

 

 

Supplemental schedule of non-cash investing and

 

 

 

 

 

financing activities:

 

 

 

 

 



 

 

 

 

 

Costs incurred during the period remaining unpaid at period end for:

 

 

 

 

 

Capital expenditures to maintain real estate facilities 

$

(4,777)

 

$

(10,595)

Construction or expansion of real estate facilities

 

(41,798)

 

 

(40,163)

Accrued and other liabilities

 

46,575 

 

 

50,758 



 

 

 

 

 

Real estate acquired in exchange for assumption of notes payable

(1,817)

 

 

 -

Notes payable assumed in connection with acquisition of real estate

 

1,817 

 

 

 -



 

 

 

 

 

Other disclosures:

 

 

 

 

 



 

 

 

 

 

Foreign currency translation adjustment:

 

 

 

 

 

Real estate facilities, net of accumulated depreciation

 

 -

 

 

(256)

Investments in unconsolidated real estate entities

 

1,911 

 

 

(3,935)

Notes payable

 

(7,741)

 

 

11,771 

Accumulated other comprehensive gain (loss)

 

5,880 

 

 

(7,605)



 



 

See accompanying notes.

7

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

1.Description of the Business

Public Storage (referred to herein as “the Company,” “we,” “us,” or “our”), a Maryland real estate investment trust (“REIT”), was organized in 1980.  Our principal business activities include the 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, ancillary activities such as merchandise sales and tenant reinsurance to the tenants at our self-storage facilities, as well as the acquisition and development of additional self-storage space. 

At March 31, 2019, we have direct and indirect equity interests in 2,444 self-storage facilities (with approximately 164 million net rentable square feet) located in 38 states in the United States (“U.S.”) operating under the “Public Storage” name.  We also have an approximate 35% interest in Shurgard Self Storage SA (“Shurgard Europe”), which owns 231 self-storage facilities (with approximately 13 million net rentable square feet) located in seven Western European countries, all operating under the “Shurgard” name.  We also have direct and indirect equity interests in approximately 29 million net rentable square feet of commercial space located in seven states in the U.S. primarily owned and operated by PS Business Parks, Inc. (“PSB”) under the “PS Business Parks” name.  At March 31, 2019, we have an approximate 42% common equity interest in PSB.

Disclosures of the number and square footage of facilities, as well as the number and coverage of tenant reinsurance policies (Note 12) are unaudited and outside the scope of our independent registered public accounting firm’s review of our financial statements in accordance with the standards of the Public Company Accounting Oversight Board (U.S.).

2.Summary of Significant Accounting Policies

Basis of Presentation

We have prepared the accompanying interim financial statements in accordance with U.S. generally accepted accounting principles (“GAAP”) as set forth in the Accounting Standards Codification of the Financial Accounting Standards Board (“FASB”), and in conformity with the rules and regulations of the Securities and Exchange Commission (“SEC”).  In our opinion, the interim financial statements presented herein reflect all adjustments, of a normal recurring nature, that are necessary to fairly present the interim financial statements.  Because they do not include all of the disclosures required by GAAP for complete annual financial statements, these interim financial statements should be read together with the audited financial statements and related notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.  

Certain amounts previously reported in our March 31, 2018 financial statements have been reclassified to conform to the March 31, 2019 presentation, including separate presentation on our Statements of Cash Flows of our cash payments for real estate investments between cash paid for amounts incurred during the current period and amounts incurred during previous periods.

Consolidation and Equity Method of Accounting

We consider entities to be Variable Interest Entities (“VIEs”) when they have insufficient equity to finance their activities without additional subordinated financial support provided by other parties, or the equity holders as a group do not have a controlling financial interest.  We consolidate VIEs when we have (i) the power to direct the activities most significantly impacting economic performance, and (ii) either the obligation to absorb losses or the right to receive benefits from the VIE.  We have no involvement with any material VIEs.  We consolidate all other entities when we control them through voting shares or contractual rights.  The entities we consolidate, for the period in which the reference applies, are referred to collectively as the “Subsidiaries,” and we eliminate intercompany transactions and balances. 

 

8

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

We account for our investments in entities that we do not consolidate but have significant influence over using the equity method of accounting.  These entities, for the periods in which the reference applies, are referred to collectively as the “Unconsolidated Real Estate Entities,” eliminating intra-entity profits and losses and amortizing any differences between the cost of our investment and the underlying equity in net assets against equity in earnings as if the Unconsolidated Real Estate Entity were a consolidated subsidiary.  Equity in earnings of unconsolidated real estate entities represents our pro-rata share of the earnings of the Unconsolidated Real Estate Entities. 

When we begin consolidating an entity, we reflect our preexisting equity interest at book value.  All changes in consolidation status are reflected prospectively.

Collectively, at March 31, 2019, the Company and the Subsidiaries own 2,444 self-storage facilities and three commercial facilities in the U.S.  At March 31, 2019, the Unconsolidated Real Estate Entities are comprised of PSB and Shurgard Europe.

Use of Estimates

The financial statements and accompanying notes reflect our estimates and assumptions.  Actual results could differ from those estimates and assumptions.

Income Taxes

We have elected to be treated as a REIT, as defined in the Internal Revenue Code of 1986, as amended (the “Code”).  As a REIT, we do not incur federal income tax if we distribute 100% of our REIT taxable income each year, and if we meet certain organizational and operational rules.  We believe we have met these REIT requirements for all periods presented herein.  Accordingly, we have recorded no federal income tax expense related to our REIT taxable income.

Our merchandise and tenant reinsurance operations are subject to corporate income tax and such taxes are included in ancillary cost of operations.  We also incur income and other taxes in certain states, which are included in general and administrative expense. 

We recognize tax benefits of uncertain income tax positions that are subject to audit only if we believe it is more likely than not that the position would ultimately be sustained assuming the relevant taxing authorities had full knowledge of the relevant facts and circumstances of our positions.  As of March 31, 2019, we had no tax benefits that were not recognized.

Real Estate Facilities

Real estate facilities are recorded at cost.  We capitalize all costs incurred to acquire, develop, construct, renovate and improve facilities, including interest and property taxes incurred during the construction period.  We allocate the net acquisition cost of acquired real estate facilities to the underlying land, buildings, and identified intangible assets based upon their respective individual estimated fair values. 

Costs associated with dispositions of real estate, as well as repairs and maintenance costs, are expensed as incurred.  We depreciate buildings and improvements on a straight-line basis over estimated useful lives ranging generally between 5 to 25 years.

When we sell a full or partial interest in a real estate facility without retaining a controlling interest following sale, we recognize a gain or loss on sale as if 100% of the property was sold at fair value.  If we retain

 

9

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

a controlling interest following the sale, we record a noncontrolling interest for the book value of the partial interest sold, and recognize additional paid-in capital for the difference between the consideration received and the partial interest at book value.



Other Assets

Other assets primarily consist of rents receivable from our tenants, prepaid expenses, restricted cash and right-to-use assets.  See “Recent Accounting Pronouncements and Guidance” below.

Accrued and Other Liabilities

Accrued and other liabilities consist primarily of rents prepaid by our tenants, trade payables, property tax accruals, accrued payroll, accrued tenant reinsurance losses, lease liabilities, and contingent loss accruals when probable and estimable.   See “Recent Accounting Pronouncements and Guidance” below.  We believe the fair value of our accrued and other liabilities approximates book value, due primarily to the short period until repayment.  We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure.

Cash Equivalents, Restricted Cash, Marketable Securities and Other Financial Instruments

Cash equivalents represent highly liquid financial instruments such as money market funds with daily liquidity or short-term commercial paper or treasury securities maturing within three months of acquisition.  Cash and equivalents which are restricted from general corporate use are included in other assets.  We believe that the book value of all such financial instruments for all periods presented approximates fair value, due to the short period to maturity.

Fair Value

As used herein, the term “fair value” is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  Our estimates of fair value involve considerable judgment and are not necessarily indicative of the amounts that could be realized in current market exchanges.

We estimate the fair value of our cash and equivalents, marketable securities, other assets, debt, and other liabilities by discounting the related future cash flows at a rate based upon quoted interest rates for securities that have similar characteristics such as credit quality and time to maturity.  Such quoted interest rates are referred to generally as “Level 2” inputs.

We use significant judgment to estimate fair values of investments in real estate, goodwill, and other intangible assets.  In estimating their values, we consider significant unobservable inputs such as market prices of land, market capitalization rates, expected returns, earnings multiples, projected levels of earnings, costs of construction, and functional depreciation.  These inputs are referred to generally as “Level 3” inputs.

Currency and Credit Risk

Financial instruments that are exposed to credit risk consist primarily of cash and equivalents, certain portions of other assets including rents receivable from our tenants and restricted cash.  Cash equivalents we invest in are either money market funds with a rating of at least AAA by Standard & Poor’s, commercial paper that is rated A1 by Standard & Poor’s or deposits with highly rated commercial banks.

 

10

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

At March 31, 2019, due primarily to our investment in Shurgard Europe (Note 4) and our notes payable denominated in Euros (Note 6), our operating results and financial position are affected by fluctuations in currency exchange rates between the Euro, and to a lesser extent, other European currencies, against the U.S. Dollar. 

Goodwill and Other Intangible Assets

Intangible assets are comprised of goodwill, the “Shurgard” trade name, acquired customers in place, and leasehold interests in land.

Goodwill totaled $174.6 million at March 31, 2019 and December 31, 2018.  The “Shurgard” trade name, which is used by Shurgard Europe pursuant to a fee-based licensing agreement, has a book value of $18.8 million at March 31, 2019 and December 31, 2018.  Goodwill and the “Shurgard” trade name have indefinite lives and are not amortized.

Acquired customers in place and leasehold interests in land are finite-lived assets and are amortized relative to the benefit of the customers in place or the benefit to land lease expense to each period.  At March 31, 2019, these intangibles had a net book value of $17.1 million ($16.5 million at December 31, 2018).  Accumulated amortization totaled $26.8 million at March 31, 2019  ($28.9 million at December 31, 2018), and amortization expense of $3.9 million and $5.0 million was recorded in the three months ended March 31, 2019 and 2018, respectively.  The estimated future amortization expense for our finite-lived intangible assets at March 31, 2019 is approximately $8.6 million in the remainder of 2019,  $3.6 million in 2020 and $4.9 million thereafter.  During the three months ended March 31, 2019, intangibles increased $4.5 million in connection with the acquisition of self-storage facilities (Note 3). 

Evaluation of Asset Impairment

We evaluate our real estate and finite-lived intangible assets for impairment each quarter.  If there are indicators of impairment and we determine that the asset is not recoverable from future undiscounted cash flows to be received through the asset’s remaining life (or, if earlier, the expected disposal date), we record an impairment charge to the extent the carrying amount exceeds the asset’s estimated fair value or net proceeds from expected disposal. 

We evaluate our investments in unconsolidated real estate entities for impairment on a quarterly basis.  We record an impairment charge to the extent the carrying amount exceeds estimated fair value, when we believe any such shortfall is other than temporary.  

We evaluate goodwill for impairment annually and whenever relevant events, circumstances and other related factors indicate that fair value of the related reporting unit may be less than the carrying amount.  If we determine that the fair value of the reporting unit exceeds the aggregate carrying amount, no impairment charge is recorded.  Otherwise, we record an impairment charge to the extent the carrying amount of the goodwill exceeds the amount that would be allocated to goodwill if the reporting unit were acquired for estimated fair value.  

We evaluate other indefinite-lived intangible assets, such as the “Shurgard” trade name for impairment at least annually and whenever relevant events, circumstances and other related factors indicate that the fair value is less than the carrying amount.  When we conclude that it is likely that the asset is not impaired, we do not record an impairment charge and no further analysis is performed.  Otherwise, we record an impairment charge to the extent the carrying amount exceeds the asset’s estimated fair value. 

No impairments were recorded in any of our evaluations for any period presented herein.

 

11

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

Revenue and Expense Recognition

Revenues from self-storage facilities, which are primarily composed of rental income earned pursuant to month-to-month leases, as well as associated late charges and administrative fees, are recognized as earned.  Promotional discounts reduce rental income over the promotional period, which is generally one month.  Ancillary revenues and interest and other income are recognized when earned.  

We accrue for property tax expense based upon actual amounts billed and, in some circumstances, estimates when bills or assessments have not been received from the taxing authorities.  If these estimates are incorrect, the timing and amount of expense recognition could be incorrect.  Cost of operations (including advertising expenditures), general and administrative expense, and interest expense are expensed as incurred. 

Foreign Currency Exchange Translation

The local currency (primarily the Euro) is the functional currency for our interests in foreign operations.  The related balance sheet amounts are translated into U.S. Dollars at the exchange rates at the respective financial statement date, while amounts on our statements of income are translated at the average exchange rates during the respective period.  When financial instruments denominated in a currency other than the U.S. Dollar are expected to be settled in cash in the foreseeable future, the impact of changes in the U.S. Dollar equivalent are reflected in current earnings.  The Euro was translated at exchange rates of approximately 1.122 U.S. Dollars per Euro at March 31, 2019  (1.144 at December 31, 2018), and average exchange rates of 1.136 and 1.229 for the three months ended March 31, 2019 and 2018, respectively.  Cumulative translation adjustments, to the extent not included in cumulative net income, are included in equity as a component of accumulated other comprehensive income (loss).

Comprehensive Income

Total comprehensive income represents net income, adjusted for changes in other comprehensive income (loss) for the applicable period.  The aggregate foreign currency exchange gains and losses reflected on our statements of comprehensive income are comprised primarily of foreign currency exchange gains and losses on our investment in Shurgard Europe and our unsecured notes denominated in Euros.

Recent Accounting Pronouncements and Guidance

In February 2016, the FASB issued ASU 2016-02, Leases, which amends the existing accounting standards for lease accounting, including requiring lessees to recognize most leases on their balance sheets and making targeted changes to lessor accounting.  The new standard requires a modified-retrospective approach to adoption and became effective for interim and annual periods beginning on January 1, 2019.  In July 2018, the FASB further amended this standard to allow for a new transition method that offers the option to use the effective date as the date of initial application and not adjust the comparative-period financial information.  We adopted the new standard effective January 1, 2019, using the new transition method, recording a total of $38.7 million in right of use assets, reflected in other assets, and substantially the same amount in lease liabilities, reflected in accrued and other liabilities, for leases where we are the lessee (principally ground leases and office leases)The lease liabilities are recognized based on the present value of the remaining lease payments for each operating lease using each respective remaining lease term and a corresponding estimated incremental borrowing rate.  We estimated the incremental borrowing rate primarily by reference to average yield spread on debt issuances by companies of a similar credit rating as us, and the treasury yields as of January 1, 2019.  We had no material amount of leases covered by the standard where we are the lessor (principally our storage leases) because substantially all of such leases are month to month.  For leases where we are the lessee or the lessor, we applied (i) the package of practical expedients to not reassess prior conclusions related to contracts that are or that contain leases, lease classification and initial direct costs, (ii) the hindsight practical expedient to determine the lease term

 

12

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

and in assessing impairment of the right of use assets, and (iii) the easement practical expedient to not assess whether existing or expired land easements that were not previously accounted for as leases under ASC 840 are or contain a lease under this new standard.  In addition, for leases where we are the lessee, we also elected to (a) not apply the new standard to our leases with an original term of 12 months or less, and (b) not separate lease and associated non-lease components. 

Net Income per Common Share

Net income is allocated to (i) noncontrolling interests based upon their share of the net income of the Subsidiaries, (ii) preferred shareholders, to the extent redemption cost exceeds the related original net issuance proceeds (an “EITF D-42 allocation”), and (iii) the remaining net income is allocated to each of our equity securities based upon the dividends declared or accumulated during the period, combined with participation rights in undistributed earnings. 

Basic and diluted net income per common share are each calculated based upon net income allocable to common shareholders presented on the face of our income statement, divided by (i) in the case of basic net income per common share, weighted average common shares, and (ii) in the case of diluted income per share, weighted average common shares adjusted for the impact, if dilutive, of stock options outstanding (Note 10).  The following table reconciles from basic to diluted common shares outstanding (amounts in thousands):



 

 

 

 

 

 



 

For the Three Months Ended March 31,



 

2019

 

2018



 

 

 

 

 

 



Weighted average common shares and equivalents

 

 

 

 

 



outstanding:

 

 

 

 

 



Basic weighted average common

 

 

 

 

 



shares outstanding

 

174,177 

 

 

173,892 



Net effect of dilutive stock options -

 

 

 

 

 



based on treasury stock method

 

199 

 

 

256 



Diluted weighted average common

 

 

 

 

 



shares outstanding

 

174,376 

 

 

174,148 



 

13

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

3.Real Estate Facilities



Activity in real estate facilities during the three months ended March 31, 2019 is as follows:







 

 

 



 

 



 

Three Months Ended



 

March 31, 2019



 

(Amounts in thousands)



Operating facilities, at cost:

 

 



Beginning balance

$

15,296,844 



Costs incurred for capital expenditures to maintain real estate facilities

 

30,205 



Acquisitions

 

76,796 



Developed or expanded facilities opened for operation

 

133,515 



Ending balance

 

15,537,360 



Accumulated depreciation:

 

 



Beginning balance

 

(6,140,072)



Depreciation expense

 

(115,403)



Ending balance

 

(6,255,475)



Construction in process:

 

 



Beginning balance

 

285,339 



Costs incurred for development and expansion of real estate facilities

 

61,961 



Developed or expanded facilities opened for operation

 

(133,515)



Ending balance

 

213,785 



Total real estate facilities at March 31, 2019

$

9,495,670 

During the three months ended March 31, 2019, we acquired 12 self-storage facilities (768,000 net rentable square feet), for a total cost of $81.3 million, consisting of $79.5 million in cash and the assumption of $1.8 million in mortgage notes.  Approximately $4.5  million of the total cost was allocated to intangible assets.  We completed development and redevelopment activities costing $133.5 million during the three months ended March 31, 2019, adding 1.6 million net rentable square feet of self-storage space.  Construction in process at March 31, 2019 consists of projects to develop new self-storage facilities and expand existing self-storage facilities. 

During the three months ended March 31, 2019, we paid a total of $80.1 million with respect to the development and expansion of real estate facilities, including $60.0 million to repay amounts accrued at December 31, 2018 ($75.2 million during the three months ended March 31, 2018, including $40.2 million to repay amounts accrued at December 31, 2017).  Of the $62.0 million in costs incurred during the three months ended March 31, 2019, $41.8 million remains unpaid at March 31, 2019.

During the three months ended March 31, 2019, we paid a total of $33.6 million with respect to capital expenditures to maintain real estate facilities, including $8.2 million to repay amounts accrued at December 31, 2018 ($23.6 million during the three months ended March 31, 2018, including $9.9 million to repay amounts accrued at December 31, 2017).  Of the $30.2 million in costs incurred during the three months ended March 31, 2019, $4.8 million remains unpaid at March 31, 2019.



 

14

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

4.Investments in Unconsolidated Real Estate Entities

The following table sets forth our investments in, and equity in earnings of, the Unconsolidated Real Estate Entities (amounts in thousands):





 



 

 

 

 

 

 



 

Investments in Unconsolidated Real Estate Entities at



 

March 31, 2019

 

December 31, 2018



 



PSB

$

433,066 

 

$

434,533 



Shurgard Europe

 

351,248 

 

 

349,455 



Total

$

784,314 

 

$

783,988 









 

 

 

 

 

 



 

Equity in Earnings of Unconsolidated Real Estate Entities for the



 

Three Months Ended March 31,



 

2019

 

2018



 



PSB

$

13,720 

 

$

23,831 



Shurgard Europe

 

3,952 

 

 

6,964 



Total

$

17,672 

 

$

30,795 



Investment in PSB

PSB is a REIT traded on the New York Stock Exchange.  We have an approximate 42% common equity interest in PSB as of March 31, 2019 and December 31, 2018, comprised of our ownership of 7,158,354 shares of PSB’s common stock and 7,305,355 limited partnership units (“LP Units”) in an operating partnership controlled by PSB.  The LP 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 March 31, 2019  ($156.83  per share of PSB common stock), the shares and units we owned had a market value of approximately $2.3 billion.  At March 31, 2019, the adjusted tax basis of our investment in PSB approximates book value.    

During the three months ended March 31, 2019 and 2018, we received cash distributions from PSB totaling $15.2 million and $12.3 million, respectively

At March 31, 2019, our pro-rata investment in PSB’s real estate assets included in investment in real estate entities exceeds our pro-rata share of the underlying amounts on PSB’s balance sheet by approximately $32.1 million ($32.3 million at December 31, 2018).  This differential (the “PSB Basis Differential”) is being amortized as a reduction to equity in earnings of the Unconsolidated Real Estate Entities.  Such amortization totaled approximately $0.2 million and $0.4 million during the three months ended March 31, 2019 and 2018, respectively.  

Our equity in earnings of PSB is comprised of our equity interest in PSB’s earnings, less amortization of the PSB Basis Differential.  PSB’s filings and selected financial information can be accessed through the SEC, and on PSB’s website, www.psbusinessparks.com.  Information on this website is not incorporated by reference herein and is not a part of this Quarterly Report on Form 10-Q. 

 

15

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

Investment in Shurgard Europe

On October 15, 2018, Shurgard Europe completed an initial global offering (the “Offering”) of its common shares, and its shares commenced trading on Euronext Brussels under the “SHUR” symbol.  In the Offering, Shurgard Europe issued 25,000,000 of its shares to third parties at a price of €23 per share.  Our equity interest, comprised of a direct and indirect pro-rata ownership interest in 31,268,459 shares, decreased from 49% to approximately 35% as a result of the Offering. 

Based upon the closing price at March 31, 2019 (29.43 per share of SHUR common stock, at 1.122 exchange rate of US Dollars to the Euro), the shares we owned had a market value of approximately $1.0 billion

Our equity in earnings of Shurgard Europe is comprised of our equity share of Shurgard Europe’s net income, plus our equity share of the trademark license fees that Shurgard Europe pays to us for the use of the “Shurgard” trademark.  The remaining license fees we receive from Shurgard Europe are classified as interest and other income on our income statement. 

We present our equity share of trademark license fees collected from Shurgard Europe, totaling $0.2 million and $0.3 million in the three months ended March 31, 2019 and 2018, respectively,  under “distributions from retained earnings of unconsolidated real estate entities” on our statements of cash flows.

Changes in foreign currency exchange rates decreased our investment in Shurgard Europe by approximately $1.9 million in the three months ended March 31, 2019 and increased it by $3.9 million in the three months ended March 31, 2018

For all periods presented, we owned 31,268,459 shares of Shurgard Europe representing our approximately 35% and 49% equity share of Shurgard’s shares outstanding for the three months ended March 31, 2019 and 2018, respectively.  Our equity in earnings of Shurgard Europe is comprised of our equity share of Shurgard Europe’s net income and trademark license fees that Shurgard Europe pays to us for the use of the “Shurgard” trademark.  The remaining license fees we receive are classified as interest and other income on our income statement.

Shurgard Europe’s public filings and publicly reported information can be obtained on its website, https://corporate.shurgard.eu and on the website of the Luxembourg Stock Exchange, http://www.bourse.lu.  Information on these websites is not incorporated by reference herein and is not a part of this Quarterly Report on Form 10-Q.

5.Credit Facility

We have a revolving credit agreement (the “Credit Facility”) with a $500 million borrowing limit, which expires on March 31, 2020.  Amounts drawn on the Credit Facility bear annual interest at rates ranging from LIBOR plus 0.850% to LIBOR plus 1.450% depending upon the ratio of our Total Indebtedness to Gross Asset Value (as defined in the Credit Facility) (LIBOR plus 0.850% at March 31, 2019).  We are also required to pay a quarterly facility fee ranging from 0.080% per annum to 0.250% per annum depending upon the ratio of our Total Indebtedness to our Gross Asset Value (0.080% per annum at March 31, 2019).  At March 31, 2019 and May 1, 2019, we had no outstanding borrowings under this Credit Facility.  We had undrawn standby letters of credit, which reduce our borrowing capacity, totaling $15.9 million at March 31, 2019 ($16.2 million at December 31, 2018).  The Credit Facility has various customary restrictive covenants, all of which we were in compliance with at March 31, 2019.

See Note 13 “Subsequent Events.

 

16

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2019

(Unaudited)

 

6.Notes Payable

Our notes payable at March 31, 2019 and December 31, 2018  are set forth in the tables below:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 



 

 

 

 

Amounts at March 31, 2019



Coupon

 

Effective

 

 

 

 

Unamortized

 

 

Book

 

 

Fair 



Rate

 

Rate

 

 

Principal

 

Costs

 

 

Value

 

 

Value



 

 

 

 

($ amounts in thousands)

U.S. Dollar Denominated Unsecured Debt

 

 

 

 

 

 

 

 

 

 

 

 

Notes due September 2022 

2.370%

 

2.483%

 

$

500,000 

 

$

(1,815)

 

$

498,185 

 

$

494,910 

Notes due September 2027 

3.094%

 

3.218%

 

 

500,000 

 

 

(4,472)

 

 

495,528 

 

 

488,470 



 

 

 

 

 

1,000,000 

 

 

(6,287)

 

 

993,713 

 

 

983,380 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Euro Denominated Unsecured Debt

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Notes due April 2024

1.540%

 

1.540%

 

 

112,186 

 

 

 -

 

 

112,186 

 

 

113,768 

Notes due November 2025 

2.175%

 

2.175%

 

 

271,504 

 

 

 -

 

 

271,504 

 

 

290,907 



 

 

 

 

 

383,690 

 

 

 -

 

 

383,690 

 

 

404,675 

Mortgage Debt, secured by 27

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 real estate facilities with a net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 book value of $107.7 million

4.064%

 

4.024%

 

 

28,747 

 

 

 -

 

 

28,747 

 

 

29,217 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

$

1,412,437 

 

$

(6,287)

 

$

1,406,150 

 

$

1,417,272