10-Q 1 psa-20140630x10q.htm 10-Q 4dbaa84afff7446

 

 

 

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 June 30, 2014

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 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 (§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 August 1, 2014:

Common Shares of beneficial interest, $.10 par value per share – 172,640,278 shares

 

 

 


 

 

 

 

 

 

 

 

 

 

 

 

 

PUBLIC STORAGE

 

 

 

INDEX

 

 

 

 

 

 

PART I

FINANCIAL INFORMATION

Pages

 

 

 

Item 1.

Financial Statements (Unaudited)

 

 

 

 

 

Balance Sheets at June 30, 2014 and December 31, 2013

 

 

 

 

Statements of Income for the Three and Six Months Ended June 30, 2014 and 2013

 

 

 

 

Statements of Comprehensive Income for the Three and Six Months Ended

June 30, 2014 and 2013

 

 

 

 

Statement of Equity for the Six Months Ended June 30, 2014

 

 

 

 

Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013

5-6 

 

 

 

 

Condensed Notes to Financial Statements

7-28 

 

 

 

Item 2.

Management’s Discussion and Analysis of

Financial Condition and Results of Operations

29-56 

 

 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

57 

 

 

 

Item 4.

Controls and Procedures

58 

 

 

 

PART II

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

 

 

 

 

Item 1.

Legal Proceedings

59 

 

 

 

Item 1A.

Risk Factors

59 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

59 

 

 

 

Item 6.

Exhibits

59 

 

 

 

 

 

 

 

 


 

PUBLIC STORAGE

BALANCE SHEETS

 (Amounts in thousands, except share data)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

2014

 

2013

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

387,983 

 

$

19,169 

Real estate facilities, at cost:

 

 

 

 

 

Land

 

3,337,320 

 

 

3,321,236 

Buildings

 

9,056,865 

 

 

8,965,020 

 

 

12,394,185 

 

 

12,286,256 

Accumulated depreciation

 

(4,287,703)

 

 

(4,098,814)

 

 

8,106,482 

 

 

8,187,442 

Construction in process

 

60,561 

 

 

52,336 

 

 

8,167,043 

 

 

8,239,778 

 

 

 

 

 

 

Investments in unconsolidated real estate entities

 

854,759 

 

 

856,182 

Goodwill and other intangible assets, net

 

225,097 

 

 

246,854 

Loan receivable from Shurgard Europe

 

207,928 

 

 

428,139 

Other assets

 

103,647 

 

 

86,144 

Total assets

$

9,946,457 

 

$

9,876,266 

 

 

 

 

 

 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Borrowings on bank credit facility

$

 -

 

$

50,100 

Term loan

 

322,000 

 

 

700,000 

Notes payable

 

74,987 

 

 

88,953 

Accrued and other liabilities

 

237,985 

 

 

218,358 

    Total liabilities

 

634,972 

 

 

1,057,411 

 

 

 

 

 

 

Commitments and contingencies (Note 12)

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

Public Storage shareholders’ equity:

 

 

 

 

 

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

 

 

 

 

 

165,400 shares issued (in series) and outstanding, (142,500 at

 

 

 

 

 

December 31, 2013), at liquidation preference

 

4,135,000 

 

 

3,562,500 

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

 

 

 

 

 

172,339,168 shares issued and outstanding (171,776,291 shares at

 

 

 

 

 

December 31, 2013)

 

17,234 

 

 

17,178 

Paid-in capital

 

5,545,947 

 

 

5,531,034 

Accumulated deficit

 

(408,375)

 

 

(318,482)

Accumulated other comprehensive loss

 

(4,568)

 

 

(500)

Total Public Storage shareholders’ equity

 

9,285,238 

 

 

8,791,730 

Noncontrolling interests

 

26,247 

 

 

27,125 

  Total equity

 

9,311,485 

 

 

8,818,855 

Total liabilities and equity

$

9,946,457 

 

$

9,876,266 

 

 

 

 

 

 

 

See accompanying notes.

1

 


 

PUBLIC STORAGE

STATEMENTS OF INCOME

 (Amounts in thousands, except per share amounts)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Self-storage facilities

$

500,803 

 

$

451,576 

 

$

986,390 

 

$

891,241 

Ancillary operations

 

37,234 

 

 

33,802 

 

 

71,271 

 

 

65,037 

 

 

538,037 

 

 

485,378 

 

 

1,057,661 

 

 

956,278 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Self-storage cost of operations

 

142,427 

 

 

132,137 

 

 

298,495 

 

 

273,130 

Ancillary cost of operations

 

8,127 

 

 

10,434 

 

 

26,578 

 

 

19,830 

Depreciation and amortization

 

106,443 

 

 

90,937 

 

 

215,464 

 

 

181,938 

General and administrative

 

15,377 

 

 

14,085 

 

 

34,366 

 

 

32,338 

 

 

272,374 

 

 

247,593 

 

 

574,903 

 

 

507,236 

 

 

 

 

 

 

 

 

 

 

 

 

Operating income

 

265,663 

 

 

237,785 

 

 

482,758 

 

 

449,042 

Interest and other income

 

1,000 

 

 

5,516 

 

 

3,402 

 

 

11,097 

Interest expense

 

(2,063)

 

 

(647)

 

 

(5,543)

 

 

(4,144)

Equity in earnings of unconsolidated real estate entities

 

14,135 

 

 

13,101 

 

 

28,739 

 

 

24,744 

Foreign currency exchange (loss) gain

 

(1,675)

 

 

5,924 

 

 

(4,023)

 

 

(6,813)

Gain on real estate sales

 

1,219 

 

 

 -

 

 

1,219 

 

 

 -

Net income

 

278,279 

 

 

261,679 

 

 

506,552 

 

 

473,926 

Allocation to noncontrolling interests

 

(1,445)

 

 

(1,216)

 

 

(2,522)

 

 

(2,240)

Net income allocable to Public Storage shareholders

 

276,834 

 

 

260,463 

 

 

504,030 

 

 

471,686 

Allocation of net income to:

 

 

 

 

 

 

 

 

 

 

 

Preferred shareholders

 

(57,672)

 

 

(51,907)

 

 

(110,179)

 

 

(100,497)

Restricted share units 

 

(810)

 

 

(871)

 

 

(1,447)

 

 

(1,568)

Net income allocable to common shareholders

$

218,352 

 

$

207,685 

 

$

392,404 

 

$

369,621 

Net income allocable to common shareholders per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

1.27 

 

$

1.21 

 

$

2.28 

 

$

2.15 

Diluted

$

1.26 

 

$

1.20 

 

$

2.27 

 

$

2.14 

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

172,282 

 

 

171,625 

 

 

172,096 

 

 

171,535 

Diluted weighted average common shares outstanding

 

173,181 

 

 

172,647 

 

 

172,995 

 

 

172,580 

Cash dividends declared per common share

$

1.40 

 

$

1.25 

 

$

2.80 

 

$

2.50 

 

 

 

 

 

 

 

 

 

See accompanying notes.

2

 


 

PUBLIC STORAGE

STATEMENTS OF COMPREHENSIVE INCOME

 (Amounts in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

 

Net income

$

278,279 

 

$

261,679 

 

$

506,552 

 

$

473,926 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

 

 

Aggregate foreign currency exchange (loss) gain

 

(6,228)

 

 

4,291 

 

 

(8,091)

 

 

(28,330)

Adjust for foreign currency exchange loss (gain) included in net income

 

1,675 

 

 

(5,924)

 

 

4,023 

 

 

6,813 

Other comprehensive loss

 

(4,553)

 

 

(1,633)

 

 

(4,068)

 

 

(21,517)

Total comprehensive income

 

273,726 

 

 

260,046 

 

 

502,484 

 

 

452,409 

Allocation to noncontrolling interests

 

(1,445)

 

 

(1,216)

 

 

(2,522)

 

 

(2,240)

Comprehensive income allocable to Public Storage shareholders

$

272,281 

 

$

258,830 

 

$

499,962 

 

$

450,169 

 

 

 

 

 

 

 

 

See accompanying notes.

3

 


 

PUBLIC STORAGE

STATEMENT OF EQUITY

 (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, 2013 

$

3,562,500 

 

$

17,178 

 

$

5,531,034 

 

$

(318,482)

 

$

(500)

 

$

8,791,730 

 

$

27,125 

 

$

8,818,855 

Issuance of 22,900,000 preferred shares (Note 8)

 

572,500 

 

 

 -

 

 

(17,394)

 

 

 -

 

 

 -

 

 

555,106 

 

 

 -

 

 

555,106 

Issuance of common shares in connection with share-based compensation (562,877 shares) (Note 10)

 

 -

 

 

56 

 

 

30,435 

 

 

 -

 

 

 -

 

 

30,491 

 

 

 -

 

 

30,491 

Share-based compensation expense, net of cash paid in lieu of common shares (Note 10)

 

 -

 

 

 -

 

 

1,872 

 

 

 -

 

 

 -

 

 

1,872 

 

 

 -

 

 

1,872 

Net income

 

 -

 

 

 -

 

 

 -

 

 

506,552 

 

 

 -

 

 

506,552 

 

 

 -

 

 

506,552 

Net income allocated to noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

(2,522)

 

 

 -

 

 

(2,522)

 

 

2,522 

 

 

 -

Distributions to equity holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred shares (Note 8)

 

 -

 

 

 -

 

 

 -

 

 

(110,179)

 

 

 -

 

 

(110,179)

 

 

 -

 

 

(110,179)

Noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(3,400)

 

 

(3,400)

Common shares and restricted share units ($2.80 per share)

 

 -

 

 

 -

 

 

 -

 

 

(483,744)

 

 

 -

 

 

(483,744)

 

 

 -

 

 

(483,744)

Other comprehensive loss (Note 2)

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(4,068)

 

 

(4,068)

 

 

 -

 

 

(4,068)

Balances at June 30, 2014

$

4,135,000 

 

$

17,234 

 

$

5,545,947 

 

$

(408,375)

 

$

(4,568)

 

$

9,285,238 

 

$

26,247 

 

$

9,311,485 

 

 

 

 

See accompanying notes.

4

 


 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

 (Amounts in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

2014

 

2013

Cash flows from operating activities:

 

 

 

 

 

Net income

$

506,552 

 

$

473,926 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Gain on real estate sales

 

(1,219)

 

 

 -

Depreciation and amortization

 

215,464 

 

 

181,938 

Distributions received from unconsolidated real estate entities less than equity in earnings

 

(2,953)

 

 

(2,407)

Foreign currency exchange loss

 

4,023 

 

 

6,813 

Other

 

4,179 

 

 

12,299 

Total adjustments

 

219,494 

 

 

198,643 

Net cash provided by operating activities

 

726,046 

 

 

672,569 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures to maintain real estate facilities 

 

(32,897)

 

 

(32,764)

Construction in process

 

(48,503)

 

 

(58,087)

Acquisition of real estate facilities and intangibles (Note 3)

 

(32,030)

 

 

(21,528)

Proceeds from sale of real estate investments

 

1,289 

 

 

 -

Disposition of portion of loan receivable from Shurgard Europe

 

216,217 

 

 

 -

Other

 

(2,355)

 

 

7,615 

Net cash provided by (used in) investing activities

 

101,721 

 

 

(104,764)

Cash flows from financing activities:

 

 

 

 

 

Repayments on bank credit facility

 

(50,100)

 

 

(133,000)

Repayments on term loan

 

(378,000)

 

 

 -

Repayments on notes payable

 

(18,768)

 

 

(223,590)

Issuance of common shares

 

30,491 

 

 

16,937 

Issuance of preferred shares

 

555,106 

 

 

701,687 

Acquisition of noncontrolling interests

 

 -

 

 

(647)

Distributions paid to Public Storage shareholders

 

(593,923)

 

 

(530,997)

Distributions paid to noncontrolling interests

 

(3,400)

 

 

(3,226)

Net cash used in financing activities

 

(458,594)

 

 

(172,836)

Net increase in cash and cash equivalents

 

369,173 

 

 

394,969 

Net effect of foreign exchange translation on cash and cash equivalents

 

(359)

 

 

(1,298)

Cash and cash equivalents at the beginning of the period

 

19,169 

 

 

17,239 

Cash and cash equivalents at the end of the period

$

387,983 

 

$

410,910 

See accompanying notes.

5

 


 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

 (Amounts in thousands)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30,

 

2014

 

2013

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

 

 

 

 

 

 

Foreign currency translation adjustment:

 

 

 

 

 

Real estate facilities, net of accumulated depreciation

$

(638)

 

$

770 

Investments in unconsolidated real estate entities

 

4,376 

 

 

19,793 

Loan receivable from Shurgard Europe

 

3,994 

 

 

6,469 

Accumulated other comprehensive loss

 

(8,091)

 

 

(28,330)

 

 

 

 

 

 

Real estate acquired in exchange for assumption of note payable

 

(5,097)

 

 

 -

Note payable assumed in connection with acquisition of real estate

 

5,097 

 

 

 -

 

 

 

 

See accompanying notes.

6

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

1.Description of the Business

Public Storage (referred to herein as “the Company”, “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. 

At June 30, 2014, we have direct and indirect equity interests in 2,208 self-storage facilities (with approximately 142 million net rentable square feet) located in 38 states in the United States (“U.S.”) operating under the “Public Storage” name.  We also own one self-storage facility in London, England and we have a 49% interest in Shurgard Europe, which owns 187 self-storage facilities (with approximately 10 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 31 million net rentable square feet of commercial space located in 11 states in the U.S. primarily owned and operated by PS Business Parks, Inc. (“PSB”) under the “PS Business Parks” name.  At June 30, 2014, we have an approximate 42% common equity interest in PSB.

Disclosures of the number and square footage of properties, as well as the number and coverage of tenant reinsurance policies 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

The accompanying unaudited interim financial statements were 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 guidance with respect to interim financial information and in conformity with the instructions to Form 10-Q and Article 10 of Regulation S-X.  While they do not include all of the disclosures required by GAAP for complete financial statements, we believe that we have included all adjustments (consisting of normal and recurring adjustments) necessary for a fair presentation.  Operating results for the three and six months ended June 30, 2014 are not necessarily indicative of the results that may be expected for the year ending December 31, 2014 due to seasonality and other factors.  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, 2013.

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 where the equity holders as a group do not have a controlling financial interest.  We have no investments or other involvement in any VIEs. 

We consolidate all entities that we control (these entities, for the period in which the reference applies, are referred to collectively as the “Subsidiaries”), and we eliminate intercompany transactions and balances.  We account for our investments in entities that we have significant influence over, but do not control, using the equity method of accounting (these entities, for the periods in which the reference applies, are referred to

 

7

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

collectively as the “Unconsolidated Real Estate Entities”), eliminating intra-entity profits and losses and amortizing any differences between the cost and the underlying equity in net assets against equity in earnings as if the Unconsolidated Real Estate Entity were a consolidated subsidiary.  When we obtain control of an Unconsolidated Real Estate Entity, we commence consolidating the entity and record a gain representing the differential between the book value and fair value of our preexisting equity interest.  All changes in consolidation status are reflected prospectively.

When we are general partner, we control the partnership unless the third-party limited partners can dissolve the partnership or otherwise remove us as general partner without cause, or if the limited partners have the right to participate in substantive decisions of the partnership. 

Collectively, at June 30, 2014, the Company and the Subsidiaries own 2,194 self-storage facilities in the U.S., one self-storage facility in London, England and six commercial facilities in the U.S.  At June 30, 2014, the Unconsolidated Real Estate Entities are comprised of PSB, Shurgard Europe, as well as limited partnerships that own an aggregate of 14 self-storage facilities in the U.S. (these limited partnerships, for the periods in which the reference applies, are referred to as the “Other Investments”).

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 real estate investment trust (“REIT”), as defined in the Internal Revenue Code.  As a REIT, we do not incur federal income tax if we distribute 100% of our REIT taxable income (generally, net rents and gains from real property, dividends, and interest) each year, and if we meet certain organizational and operational rules.  We believe we will meet these REIT requirements in 2014, and that we have met them for all other 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 June 30, 2014, 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 develop, construct, renovate and improve properties, including interest and property taxes incurred during the construction period.  We expense internal and external transaction costs associated with acquisitions or dispositions of real estate, as well as repairs and maintenance costs, as incurred.  We depreciate buildings and improvements on a straight-line basis over estimated useful lives ranging generally between 5 to 25 years.

 

8

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

We allocate the net acquisition cost of acquired operating self-storage facilities to the underlying land, buildings, identified intangible assets, and remaining noncontrolling interests based upon their respective individual estimated fair values.  Any difference between the net acquisition cost and the estimated fair value of the net tangible and intangible assets acquired is recorded as goodwill.    

Other Assets

Other assets primarily consist of prepaid expenses, accounts receivable, land held for sale 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, accrued tenant reinsurance losses, casualty losses, and contingent loss accruals which are accrued when probable and estimable.  We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure.

Cash Equivalents, 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 cash equivalents which are restricted from general corporate use are included in other assets.  Commercial paper not maturing within three months of acquisition, which we intend and have the capacity to hold until maturity, are included in marketable securities and accounted for using the effective interest method.  Transfers of financial assets are recorded as sales when the asset is put presumptively beyond our and our creditors’ reach, there is no impediment to the transferee’s right to pledge or exchange the asset, we have surrendered effective control of the asset, we have no actual or effective right or requirement to repurchase the asset and, in the case of a transfer of a participating interest, there is no impediment to our right to pledge or exchange the participating interest we retain.

Fair Value Accounting

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.  We prioritize the inputs used in measuring fair value based upon a three-tier hierarchy described in Codification Section 820-10-35. 

We believe that, during all periods presented, the carrying values approximate the fair values of our cash and cash equivalents, marketable securities, other assets, and accrued and other liabilities, based upon our evaluation of the underlying characteristics, market data, and short maturity of these financial instruments, which involved considerable judgment.  The estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges.  The characteristics of these financial instruments, market data, and other comparative metrics utilized in determining these fair values are “Level 2” inputs as the term is defined in Codification Section 820-10-35-47.

We use significant judgment to estimate fair values in recording our business combinations, to evaluate real estate, investments in unconsolidated real estate entities, goodwill, and other intangible assets for impairment, and to determine the fair values of notes payable and receivable.  In estimating fair values, we consider significant unobservable inputs such as market prices of land, market capitalization rates and earnings

 

9

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

multiples for real estate facilities, projected levels of earnings, costs of construction, functional depreciation, and market interest rates for debt securities with a similar time to maturity and credit quality, which are “Level 3” inputs as the term is defined in Codification Section 820-10-35-52. 

Currency and Credit Risk

Financial assets that are exposed to credit risk consist primarily of cash and cash equivalents, accounts receivable, loans receivable, and restricted cash.  Cash equivalents and marketable securities we invest in are either money market funds with a rating of at least AAA by Standard and Poor’s, commercial paper that is  rated A1 by Standard and Poor’s or deposits with highly rated commercial banks.

At June 30, 2014, due primarily to our investment in and loan receivable from Shurgard Europe, 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 June 30, 2014 and December 31, 2013.  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 June 30, 2014 and December 31, 2013.  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 and are amortized relative to the benefit of the customers in place or the land lease expense to each period.  At June 30, 2014, these intangibles have a net book value of $31.6 million ($53.4 million at December 31, 2013).  Accumulated amortization totaled $50.8 million at June 30, 2014 ($35.1 million at December 31, 2013), and amortization expense of $24.8 million and $4.7 million was recorded in the six months ended June 30, 2014 and 2013, respectively.  The estimated future amortization expense for our finite-lived intangible assets at June 30, 2014 is $13.5 million in the remainder of 2014, $9.2 million in 2015 and $8.9 million thereafter.  During the six months ended June 30, 2014 and 2013, intangibles were increased $3.1 million and $0.6 million, respectively, in connection with the acquisition of self-storage facilities and leasehold interests. 

Evaluation of Asset Impairment

We evaluate our real estate, finite-lived intangible assets, investments in unconsolidated real estate entities, and loan receivable from Shurgard Europe for impairment on a quarterly basis.  We evaluate indefinite-lived assets (including goodwill) for impairment on an annual basis, or more often if there are indicators of impairment.

In evaluating our real estate assets and finite-lived intangible assets for impairment, if there are indicators of impairment, and we determine that the asset is not recoverable from future undiscounted cash flows, an impairment charge is recorded for any excess of the carrying amount over the asset’s estimated fair value.  For long-lived assets that we expect to dispose of prior to the end of their estimated useful lives, we record an impairment charge for any excess of the carrying value of the asset over the expected net proceeds from disposal.

 

10

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

If we determine, based upon the relevant events and circumstances and other such qualitative factors, that it is more likely than not that the “Shurgard” trade name is unimpaired, we do not record an impairment charge and no further analysis is performed.  Otherwise, we record an impairment charge for any excess of carrying amount over quantitatively assessed fair value. 

In evaluating goodwill for impairment, we first evaluate, based upon the relevant events and circumstances and other such qualitative factors, whether the fair value of the reporting unit that the goodwill pertains to is greater than its aggregate carrying amount.  If based upon this evaluation it is more likely than not that the fair value of the reporting unit is in excess of its aggregate carrying amount, no impairment charge is recorded and no further analysis is performed.  Otherwise, we estimate the goodwill’s implied fair value based upon what would be allocated to goodwill if the reporting unit were acquired at estimated fair value in a transaction accounted for as a business combination, and record an impairment charge for any excess of book value over the goodwill’s implied fair value. 

For our investments in unconsolidated real estate entities, if we determine that a decline in the estimated fair value of the investments below carrying amount is other than temporary, we record an impairment charge for any excess of carrying amount over the estimated fair value. 

For our loan receivable from Shurgard Europe, if we determine that it is probable we will be unable to collect all amounts due based on the terms of the loan agreement, we record an impairment charge for any excess of book value over the present value of expected future cash flows.

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

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 reduce rental income over the promotional period.  Ancillary revenues and interest and other income are recognized when earned.  Equity in earnings of unconsolidated real estate entities represents our pro-rata share of the earnings of the Unconsolidated Real Estate Entities. 

We accrue for property tax expense based upon actual amounts billed and, in some circumstances, estimates and historical trends when bills or assessments have not been received from the taxing authorities or such bills and assessments are in dispute.  If these estimates are incorrect, the timing and amount of expense recognition could be incorrect.  Cost of operations, general and administrative expense, interest expense, as well as television and other advertising expenditures 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.  The Euro was translated at exchange rates of approximately 1.364 U.S. Dollars per Euro at June 30, 2014 (1.377 at December 31, 2013), and average exchange rates of 1.371 and 1.305 for the three months ended June 30, 2014 and 2013, respectively, and average exchange rates of 1.371 and 1.313 for the six months ended June 30, 2014 and 2013, respectively.  Cumulative translation adjustments,

 

11

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

to the extent not included in cumulative net income, are included in equity as a component of accumulated other comprehensive income (loss).

Comprehensive Income (Loss)

Total comprehensive income (loss) 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, and loan receivable from, Shurgard Europe.

Discontinued Operations

In April 2014, the Financial Accounting Standards Board (“FASB”) revised standards to limit the presentation as discontinued operations only to those facility disposals that represent a strategic shift and have a major impact upon operations, rather than to all facility disposals under previous standards.  This change applies to disposals occurring after our early adoption date (as encouraged by the standard) of January 1, 2014.  This change has no material impact on our financial statements.

Recent Accounting Pronouncements and Guidance

In May 2014, the FASB issued an accounting standard (ASU No. 2014-09), requiring an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers.  ASU No. 2014-09 will replace most existing revenue recognition guidance in U.S. GAAP when it becomes effective and permits the use of either the retrospective or cumulative effect transition method.  The new standard is effective for us on January 1, 2017.  Early adoption is not permitted.  We have not yet selected a transition method and we are currently evaluating the effect that the new standard will have on our financial statements. 

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 net income per share is computed using the weighted average common shares outstanding.  Diluted net income per share is computed using the weighted average common shares outstanding, adjusted for the impact, if dilutive, of stock options outstanding (Note 10). 

The following table reflects our net income allocable to common shareholders and the weighted average common shares and equivalents outstanding, as used in our calculations of basic and diluted net income per share:

 

12

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocable to common shareholders

$

218,352 

 

$

207,685 

 

$

392,404 

 

$

369,621 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares and equivalents outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

172,282 

 

 

171,625 

 

 

172,096 

 

 

171,535 

 

Net effect of dilutive stock options -

 

 

 

 

 

 

 

 

 

 

 

 

based on treasury stock method

 

899 

 

 

1,022 

 

 

899 

 

 

1,045 

 

Diluted weighted average common shares outstanding

 

173,181 

 

 

172,647 

 

 

172,995 

 

 

172,580 

 

3.Real Estate Facilities

Activity in real estate facilities is as follows:  

 

 

 

 

 

 

 

 

 

 

 

Six Months Ended June 30, 2014

 

 

(Amounts in thousands)

 

Operating facilities, at cost:

 

 

 

Beginning balance

$

12,286,256 

 

Capital expenditures to maintain real estate facilities

 

32,897 

 

Acquisitions

 

34,051 

 

Dispositions

 

(70)

 

Newly developed facilities opened for operation

 

40,278 

 

Impact of foreign exchange rate changes

 

773 

 

Ending balance

 

12,394,185 

 

Accumulated depreciation:

 

 

 

Beginning balance

 

(4,098,814)

 

Depreciation expense

 

(188,754)

 

Impact of foreign exchange rate changes

 

(135)

 

Ending balance

 

(4,287,703)

 

Construction in process:

 

 

 

Beginning balance

 

52,336 

 

Current development

 

48,503 

 

Newly developed facilities opened for operation

 

(40,278)

 

Ending balance

 

60,561 

 

Total real estate facilities at June 30, 2014

$

8,167,043 

During the six months ended June 30, 2014, we acquired six self-storage facilities from third parties  (431,000 net rentable square feet), for a total cost of $37.1 million, consisting of $32.0 million in cash and loan assumption of $5.1 million.  Approximately $3.1 million of the aggregate cost was allocated to intangible assets.  We completed expansion and development activities during the six months ended June 30, 2014, adding 335,000 net rentable square feet of self-storage space, at an aggregate cost of $40.3 million.  Construction in

 

13

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

process at June 30, 2014, consists of projects to develop new self-storage facilities and expand existing self-storage facilities, which would add a total of 2.1 million net rentable square feet of storage space, for an aggregate estimated cost of approximately $242 million.  We received approximately $1.3 million in disposition proceeds during the six months ended June 30, 2014.

 

 

 

4.Investments in Unconsolidated Real Estate Entities

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

 

 

 

 

 

 

 

 

 

 

Investments in Unconsolidated Real Estate Entities at

 

 

June 30, 2014

 

December 31, 2013

 

 

 

 

 

 

 

 

 

 

PSB

$

419,726 

 

$

424,538 

 

Shurgard Europe

 

427,839 

 

 

424,095 

 

Other Investments

 

7,194 

 

 

7,549 

 

Total

$

854,759 

 

$

856,182 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity in Earnings of Unconsolidated Real Estate Entities for the

 

 

Three Months Ended June 30,

 

 

Six Months Ended June 30,

 

 

2014

 

2013

 

2014

 

2013

 

 

 

 

 

 

 

 

 

PSB

$

4,315 

 

$

4,676 

 

$

9,652 

 

$

9,286 

 

Shurgard Europe

 

9,379 

 

 

8,024 

 

 

18,263 

 

 

14,691 

 

Other Investments

 

441 

 

 

401 

 

 

824 

 

 

767 

 

Total

$

14,135 

 

$

13,101 

 

$

28,739 

 

$

24,744 

During the six months ended June 30, 2014 and 2013, we received cash distributions from our investments in the Unconsolidated Real Estate Entities totaling $25.8 million and $22.3 million, respectively.  At June 30, 2014, our investment in the Unconsolidated Real Estate Entities exceeds our pro rata share of the underlying equity by approximately $75 million.  This differential is being amortized as a reduction in equity in earnings of the Unconsolidated Real Estate Entities based upon allocations to the underlying net assets.  Such amortization was approximately $1.0 million during the six months ended June 30, 2014.     

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 June 30, 2014 and December 31, 2013, 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 June 30, 2014 ($83.49 per share of PSB common stock), the shares and units we owned had a market value of approximately $1.2 billion.    

The following table sets forth selected financial information of PSB.  The amounts represent all of PSB’s balances and not our pro-rata share.

 

14

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the six months ended June 30,

 

 

 

 

 

 

Total revenue

$

189,638 

 

$

176,365 

 

Costs of operations

 

(64,979)

 

 

(58,104)

 

Depreciation and amortization

 

(56,736)

 

 

(53,590)

 

General and administrative

 

(5,850)

 

 

(4,769)

 

Other items

 

(6,622)

 

 

(8,437)

 

Net income

 

55,451 

 

 

51,465 

 

Allocations to preferred shareholders and

 

 

 

 

 

 

restricted share unitholders

 

(30,313)

 

 

(29,035)

 

Net income allocated to common shareholders and

 

 

 

 

 

 

LP Unitholders

$

25,138 

 

$

22,430 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

 

 

Total assets (primarily real estate)

$

2,231,476 

 

$

2,238,559 

 

Debt

 

250,000 

 

 

250,000 

 

Other liabilities

 

69,813 

 

 

73,919 

 

Equity:

 

 

 

 

 

 

Preferred stock

 

995,000 

 

 

995,000 

 

Common equity and units

 

916,663 

 

 

919,640 

Investment in Shurgard Europe

For all periods presented, we had a 49% equity investment in Shurgard Europe and our joint venture partner owns the remaining 51% interest.   In addition, Shurgard Europe pays a license fee to Public Storage for the use of the “Shurgard” trademark and Public Storage has provided a loan to Shurgard (see Note 5).      

Changes in foreign currency exchange rates decreased our investment in Shurgard Europe by approximately $4.4 million and $19.8 million during the six months ended June 30, 2014 and 2013, respectively    

The following table sets forth selected consolidated financial information of Shurgard Europe based upon all of Shurgard Europe’s balances for all periods,  rather than our pro rata share.  Such amounts are based upon our historical acquired book basis.

 

15

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

June 30,

 

December 31,

 

 

2014

 

2013

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

 

 

 

 

Total assets (primarily self-storage facilities)

$

1,439,089 

 

$

1,468,155 

Total debt to third parties

 

119,190 

 

 

154,119 

Total shareholder loan

 

424,343 

 

 

428,139 

Other liabilities

 

109,453 

 

 

107,550 

Equity

 

786,103 

 

 

778,347 

 

 

 

 

 

 

Exchange rate of Euro to U.S. Dollar

 

1.364 

 

 

1.377 

 

 

 

 

 

 

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

(Amounts in thousands)

For the six months ended June 30,

 

 

 

 

 

Self-storage and ancillary revenues

$

128,567 

 

$

120,408 

Self-storage and ancillary cost of operations

 

(51,814)

 

 

(50,009)

Depreciation and amortization

 

(31,586)

 

 

(29,661)

General and administrative

 

(7,431)

 

 

(5,392)

Interest expense on third party debt 

 

(2,157)

 

 

(2,631)

Trademark license fee payable to Public Storage

 

(1,287)

 

 

(1,205)

Interest expense on shareholder loan

 

(19,448)

 

 

(18,536)

Lease termination benefit (charge) and other (a)

 

1,691 

 

 

(2,733)

 

 

 

 

 

 

Net income

$

16,535 

 

$

10,241 

Average exchange rates Euro to the U.S. Dollar

 

1.371 

 

 

1.313 

 

 

 

 

 

 

(a)  Amounts for the six months ended June 30, 2014 and 2013 include a $1.3 million lease termination benefit

     and a $2.8 million lease termination charge, respectively, associated with a closed facility.

 

As reflected in the table above, Shurgard Europe’s net income has been reduced by expenses it pays to its shareholders, including a trademark license fee and interest expense on the shareholder loan.  Our equity in earnings of Shurgard Europe for the six months ended June 30, 2014 and 2013 consists of our equity ownership (49%) of Shurgard Europe’s net income adjusted for 49% of the trademark license fee and interest paid to Shurgard Europe’s shareholders.  The following table set forth the calculation of our equity in earnings in Shurgard Europe:

 

16

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

June 30, 2014

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

For the six months ended June 30,

 

 

 

 

 

 

Calculation of equity in earnings of Shurgard Europe:

 

 

 

 

 

 

Our 49% share of Shurgard Europe’s net income

$

8,102 

 

$

5,018 

 

Adjustments:

 

 

 

 

 

 

49% of trademark license fees

 

631 

 

 

590 

 

49% of interest on shareholder loan

 

9,530 

 

 

9,083 

 

 

 

 

 

 

 

 

Total equity in earnings of Shurgard Europe

$

18,263 

 

$

14,691 

As indicated in the table above, 49% of the trademark license fees and interest paid to us by Shurgard Europe is included in our equity in earnings of Shurgard Europe and the remaining amount is included in “Interest and other income” on our income statements.  See Note 5 for further information. 

Other Investments

At June 30, 2014, the “Other Investments” include an average common equity ownership of approximately 26% in various limited partnerships that collectively own 14 self-storage facilities.

The following table sets forth certain condensed combined financial information (representing 100% of these entities’ balances, rather than our pro-rata share) with respect to the Other Investments:

 

 

 

 

 

 

 

 

 

 

 

 

2014

 

2013

 

 

 

 

 

 

 

 

 

 

 

(Amounts in thousands)

 

 

For the six months ended June 30,

 

 

 

 

 

 

 

Total revenue

$

7,083 

 

$

6,882 

 

 

Cost of operations and other expenses

 

(2,562)

 

 

(2,449)

 

 

Depreciation and amortization

 

(910)