10-Q 1 psa-20170331x10q.htm 10-Q psa-20170331 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, 2017

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, 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 May 2, 2017:

Common Shares of beneficial interest, $.10 par value per share – 173,845,894 shares

 

 


 

PUBLIC STORAGE



INDEX







 

 

PART I

FINANCIAL INFORMATION

Pages



 

 

Item 1.

Financial Statements (Unaudited)

 



 

 



Balance Sheets at March 31, 2017 and December 31, 2016



 

 



Statements of Income for the Three Months Ended March 31, 2017 and 2016



 

 



Statements of Comprehensive Income for the Three Months Ended
March 31, 2017 and 2016



 

 



Statement of Equity for the Three Months Ended March 31, 2017



 

 



Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016

5-6 



 

 



Condensed Notes to Financial Statements

7-24 



 

 

Item 2.

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

25-49 



 

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

49 



 

 

Item 4.

Controls and Procedures

50 



 

 

PART II

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

 



 

 

Item 1.

Legal Proceedings

51 



 

 

Item 1A.

Risk Factors

51 



 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

51 



 

 

Item 6.

Exhibits

51 



 

 



 



 

 

 


 

 

PUBLIC STORAGE

BALANCE SHEETS

(Amounts in thousands, except share data)





 

 

 

 

 



March 31,

 

December 31,



2017

 

2016

ASSETS

 

(Unaudited)

 

 

 



 

 

 

 

 

Cash and cash equivalents

$

120,859 

 

$

183,688 

Real estate facilities, at cost:

 

 

 

 

 

Land

 

3,807,344 

 

 

3,781,479 

Buildings

 

10,293,315 

 

 

10,181,750 



 

14,100,659 

 

 

13,963,229 

Accumulated depreciation

 

(5,376,215)

 

 

(5,270,963)



 

8,724,444 

 

 

8,692,266 

Construction in process

 

205,253 

 

 

230,310 



 

8,929,697 

 

 

8,922,576 



 

 

 

 

 

Investments in unconsolidated real estate entities

 

698,696 

 

 

689,207 

Goodwill and other intangible assets, net

 

209,593 

 

 

212,719 

Other assets

 

125,066 

 

 

122,148 

Total assets

$

10,083,911 

 

$

10,130,338 



 

 

 

 

 



 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 



 

 

 

 

 

Senior unsecured notes

$

365,349 

 

$

359,810 

Mortgage notes

 

30,513 

 

 

30,939 

Accrued and other liabilities

 

294,542 

 

 

297,935 

    Total liabilities

 

690,404 

 

 

688,684 



 

 

 

 

 

Commitments and contingencies (Note 11)

 

 

 

 

 



 

 

 

 

 

Equity:

 

 

 

 

 

Public Storage shareholders’ equity:

 

 

 

 

 

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

 

 

 

 

 

174,700 shares issued (in series) and outstanding, (174,700 at

 

 

 

 

 

December 31, 2016), at liquidation preference

 

4,367,500 

 

 

4,367,500 

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

 

 

 

 

 

173,543,322 shares issued and outstanding  (173,288,787 shares at

 

 

 

 

 

December 31, 2016)

 

17,354 

 

 

17,329 

Paid-in capital

 

5,624,358 

 

 

5,609,768 

Accumulated deficit

 

(553,473)

 

 

(487,581)

Accumulated other comprehensive loss

 

(92,225)

 

 

(95,106)

Total Public Storage shareholders’ equity

 

9,363,514 

 

 

9,411,910 

Noncontrolling interests

 

29,993 

 

 

29,744 

  Total equity

 

9,393,507 

 

 

9,441,654 

Total liabilities and equity

$

10,083,911 

 

$

10,130,338 

 

 

See accompanying notes.

1

 


 

 

PUBLIC STORAGE

STATEMENTS OF INCOME

(Amounts in thousands, except per share amounts)

(Unaudited)





 

 

 

 

 



For the Three Months Ended March 31,



2017

 

2016



 

 

 

 

 

Revenues:

 

 

 

 

 

Self-storage facilities

$

607,778 

 

$

574,586 

Ancillary operations

 

37,769 

 

 

37,200 



 

645,547 

 

 

611,786 



 

 

 

 

 

Expenses:

 

 

 

 

 

Self-storage cost of operations

 

171,978 

 

 

159,863 

Ancillary cost of operations

 

10,924 

 

 

13,423 

Depreciation and amortization

 

110,929 

 

 

105,128 

General and administrative

 

25,028 

 

 

23,047 



 

318,859 

 

 

301,461 



 

 

 

 

 

Operating income

 

326,688 

 

 

310,325 

Interest and other income

 

3,998 

 

 

3,836 

Interest expense

 

(1,048)

 

 

(711)

Equity in earnings of unconsolidated real estate entities

 

19,949 

 

 

14,164 

Foreign currency exchange loss

 

(5,566)

 

 

(10,954)

Gain on real estate investment sales

 

 -

 

 

689 

Net income

 

344,021 

 

 

317,349 

Allocation to noncontrolling interests

 

(1,579)

 

 

(1,476)

Net income allocable to Public Storage shareholders

 

342,442 

 

 

315,873 

Allocation of net income to:

 

 

 

 

 

Preferred shareholders

 

(60,121)

 

 

(62,272)

Preferred shareholders - redemptions (Note 7)

 

 -

 

 

(11,336)

Restricted share units 

 

(1,190)

 

 

(930)

Net income allocable to common shareholders

$

281,131 

 

$

241,335 

Net income per common share:

 

 

 

 

 

Basic

$

1.62 

 

$

1.40 

Diluted

$

1.62 

 

$

1.39 



 

 

 

 

 

Basic weighted average common shares outstanding

 

173,364 

 

 

172,977 

Diluted weighted average common shares outstanding

 

174,069 

 

 

173,850 



 

 

 

 

 



 

 

See accompanying notes.

2

 


 

 

PUBLIC STORAGE

STATEMENTS OF COMPREHENSIVE INCOME

(Amounts in thousands)

(Unaudited)





 

 

 

 

 



For the Three Months Ended March 31,



2017

 

2016



 

 

 

 

 

Net income

$

344,021 

 

$

317,349 

Other comprehensive income:

 

 

 

 

 

Aggregate foreign currency exchange loss

 

(2,685)

 

 

(7,143)

Adjust for aggregate foreign currency exchange

 

 

 

 

 

gain in equity in earnings of unconsolidated

 

 

 

 

 

real estate entities

 

 -

 

 

(3,036)

Adjust for aggregate foreign currency exchange

 

 

 

 

 

loss included in net income

 

5,566 

 

 

10,954 

Other comprehensive income

 

2,881 

 

 

775 

Total comprehensive income

 

346,902 

 

 

318,124 

Allocation to noncontrolling interests

 

(1,579)

 

 

(1,476)

Comprehensive income allocable to

 

 

 

 

 

Public Storage shareholders

$

345,323 

 

$

316,648 



 



 

 

See accompanying notes.

3

 


 

 

 PUBLIC STORAGE

STATEMENTS 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, 2016

$

4,367,500 

 

$

17,329 

 

$

5,609,768 

 

$

(487,581)

 

$

(95,106)

 

$

9,411,910 

 

$

29,744 

 

$

9,441,654 

Issuance of common shares in connection with

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share-based compensation (254,535 shares) (Note 9)

 -

 

 

25 

 

 

18,009 

 

 

 -

 

 

 -

 

 

18,034 

 

 

 -

 

 

18,034 

Cash paid in lieu of common shares, net of

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

share-based compensation expense (Note 9)

 -

 

 

 -

 

 

(3,286)

 

 

 -

 

 

 -

 

 

(3,286)

 

 

 -

 

 

(3,286)

Acquisition of noncontrolling interests

 

 -

 

 

 -

 

 

(133)

 

 

 -

 

 

 -

 

 

(133)

 

 

(1)

 

 

(134)

Contributions by noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

692 

 

 

692 

Net income

 

 -

 

 

 -

 

 

 -

 

 

344,021 

 

 

 -

 

 

344,021 

 

 

 -

 

 

344,021 

Net income allocated to noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

(1,579)

 

 

 -

 

 

(1,579)

 

 

1,579 

 

 

 -

Distributions to equity holders:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred shares (Note 7)

 

 -

 

 

 -

 

 

 -

 

 

(60,121)

 

 

 -

 

 

(60,121)

 

 

 -

 

 

(60,121)

Noncontrolling interests

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(2,021)

 

 

(2,021)

Common shares and restricted share units

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

($2.00 per share)

 

 -

 

 

 -

 

 

 -

 

 

(348,213)

 

 

 -

 

 

(348,213)

 

 

 -

 

 

(348,213)

Other comprehensive income (Note 2)

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

2,881 

 

 

2,881 

 

 

 -

 

 

2,881 

Balances at March 31, 2017

$

4,367,500 

 

$

17,354 

 

$

5,624,358 

 

$

(553,473)

 

$

(92,225)

 

$

9,363,514 

 

$

29,993 

 

$

9,393,507 



 



 

 

See accompanying notes.

4

 


 

 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)





 

 

 

 

 



For the Three Months Ended March 31,



2017

 

2016

Cash flows from operating activities:

 

 

 

 

 

Net income

$

344,021 

 

$

317,349 

Adjustments to reconcile net income to net cash provided

 

 

 

 

 

by operating activities:

 

 

 

 

 

Gain on real estate investment sales

 

 -

 

 

(689)

Depreciation and amortization

 

110,929 

 

 

105,128 

Equity in earnings of unconsolidated real estate entities

 

(19,949)

 

 

(14,164)

Distributions from retained earnings of unconsolidated

 

 

 

 

 

real estate entities

 

13,252 

 

 

11,751 

Foreign currency exchange loss

 

5,566 

 

 

10,954 

Share-based compensation expense

 

8,319 

 

 

7,065 

Other

 

(3,055)

 

 

3,586 

Total adjustments

 

115,062 

 

 

123,631 

Net cash provided by operating activities

 

459,083 

 

 

440,980 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures to maintain real estate facilities 

 

(24,373)

 

 

(11,517)

Construction in process

 

(70,964)

 

 

(67,975)

Acquisition of real estate facilities and intangible assets

(22,784)

 

 

(85,158)

Proceeds from sale of real estate investments

 

 -

 

 

689 

Other

 

(20)

 

 

1,283 

Net cash used in investing activities

 

(118,141)

 

 

(162,678)

Cash flows from financing activities:

 

 

 

 

 

Repayments on notes payable

 

(420)

 

 

(5,952)

Issuance of preferred shares

 

 -

 

 

290,117 

Issuance of common shares

 

18,034 

 

 

9,667 

Cash paid upon vesting of restricted share units

 

(11,605)

 

 

(13,037)

Acquisition of noncontrolling interests

 

(134)

 

 

 -

Contributions by noncontrolling interests

 

692 

 

 

2,007 

Distributions paid to Public Storage shareholders

 

(408,334)

 

 

(357,335)

Distributions paid to noncontrolling interests

 

(2,021)

 

 

(1,733)

Net cash used in financing activities

 

(403,788)

 

 

(76,266)

Net (decrease) increase in cash and cash equivalents

 

(62,846)

 

 

202,036 

Net effect of foreign exchange translation on cash and cash equivalents

 

17 

 

 

(616)

Cash and cash equivalents at the beginning of the period

 

183,688 

 

 

104,285 

Cash and cash equivalents at the end of the period

$

120,859 

 

$

305,705 


See accompanying notes.

5

 


 

 

PUBLIC STORAGE

STATEMENTS OF CASH FLOWS

(Amounts in thousands)

(Unaudited)







 

 

 

 

 



 

 

 

 

 



For the Three Months Ended March 31,



2017

 

2016

Supplemental schedule of non-cash investing and

 

 

 

 

 

financing activities:

 

 

 

 

 



 

 

 

 

 

Foreign currency translation adjustment:

 

 

 

 

 

Real estate facilities, net of accumulated depreciation

$

(45)

 

$

(617)

Investments in unconsolidated real estate entities

 

(2,792)

 

 

(3,730)

Senior unsecured notes

 

5,539 

 

 

10,874 

Accumulated other comprehensive loss

 

(2,702)

 

 

(6,527)



 

 

 

 

 

Preferred shares called for redemption and reclassified to liabilities

 

 -

 

 

375,000 

Preferred shares called for redemption and reclassified from equity

 

 -

 

 

(375,000)



 

 

 

 

 

Real estate acquired in exchange for assumption of mortgage notes

 -

 

 

(12,945)

Mortgage notes assumed in connection with acquisition of real estate

 

 -

 

 

12,945 



 

 

 

 

 

Accrued construction costs and capital expenditures:

 

 

 

 

 

Capital expenditures to maintain real estate facilities 

 

(2,677)

 

 

(2,876)

Construction in process

 

7,137 

 

 

(9,156)

Accrued and other liabilities

 

(4,460)

 

 

12,032 



 



 

See accompanying notes.

6

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(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, 2017, we have direct and indirect equity interests in 2,354 self-storage facilities (with approximately 155 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 219 self-storage facilities (with approximately 12 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, 2017, 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 11) 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 (the “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, 2016.  

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. 

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

 

7

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

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. 

When we begin consolidating an entity, we record a gain or loss representing the differential between the book value and fair value of any preexisting equity interest.  All changes in consolidation status are reflected prospectively.

Collectively, at March 31, 2017, the Company and the Subsidiaries own 2,342 self-storage facilities in the U.S., one self-storage facility in London, England and three commercial facilities in the U.S.  At March 31, 2017, the Unconsolidated Real Estate Entities are comprised of PSB, Shurgard Europe, as well as limited partnerships that own an aggregate of 12 self-storage facilities in the U.S.

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, 2017, 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 and, effective October 1, 2016, the external transaction costs associated with acquisitions of real estate.  Prior to October 1, 2016, transaction costs for acquisitions were included in general and administrative expense on our income statements.  This change was made due to a change in GAAP, which results in real estate facility acquisitions generally being considered acquisitions of assets rather than business combinations.  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.

 

8

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

Other Assets

Other assets primarily consist of rents receivable from our tenants, prepaid expenses and restricted cash.

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, and contingent loss accruals when probable and estimable.  We believe the fair value of our accrued and other liabilities approximates book value, due 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, 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.  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 cash equivalents, marketable securities, other assets, debt, and other liabilities by applying a discount rate to the future cash flows of the financial instrument.  The discount rate is 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.

Currency and Credit Risk

Financial instruments that are exposed to credit risk consist primarily of cash and cash 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.

At March 31, 2017, due primarily to our investment in Shurgard Europe (Note 4) and our senior unsecured notes denominated in Euros (Note 5), 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.

 

9

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

Goodwill totaled $174.6 million at March 31, 2017 and December 31, 2016.  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, 2017 and December 31, 2016.  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, 2017, these intangibles had a net book value of $16.2 million ($19.3 million at December 31, 2016).  Accumulated amortization totaled $38.1 million at March 31, 2017  ($54.0 million at December 31, 2016), and amortization expense of $4.6 million and $5.6 million was recorded in the three months ended March 31, 2017 and 2016, respectively.  The estimated future amortization expense for our finite-lived intangible assets at March 31, 2017 is approximately $7.6 million in the remainder of 2017, $2.7 million in 2018 and $5.9 million thereafter.  During the three months ended March 31, 2017, intangibles were increased $1.5 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.

 

10

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(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.  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 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, general and administrative expense, interest expense, as well as 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.  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 1.068 U.S. Dollars per Euro at March 31, 2017  (1.052 at December 31, 2016), and average exchange rates of 1.065 and 1.103 for the three months ended March 31, 2017 and 2016, 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 senior unsecured notes denominated in Euros.

Recently Accounting Pronouncements and Guidance

In May 2014, the FASB issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers, which requires revenue to be based upon the consideration expected from customers for promised goods or services.  The new standard, effective on January 1, 2018, permits either the retrospective or cumulative effects transition method and allows for early adoption on January 1, 2017.  We do not believe this standard will have a material impact on our results of operations or financial condition, primarily because most of our revenue is from rental revenue, which this standard does not cover and because we do not provide any material associated services to our tenants.

In August, 2014, the FASB issued new accounting guidance, which defines management’s responsibility to evaluate whether there is substantial doubt about an organization’s ability to continue as a going concern.  This guidance is effective for annual periods ending after December 15, 2016 and interim periods within annual periods beginning after December 15, 2016.  The Company adopted the new guidance during the fourth quarter of 2016 and the adoption did not require any disclosures about the Company’s ability to continue as a going concern.

 

11

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

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, effective on January 1, 2019, requires a modified retrospective transition approach for all leases existing at, or entered into after, the date of initial application, with an option to use certain transition relief and allows for early adoption on January 1, 2016.   We do not believe this standard will have a material impact on our results of operations or financial condition, because substantially all of our lease revenues are derived from month-to-month self-storage leases, and we do not have material amounts of lease expense.

In August 2016, the FASB issued ASU No. 2016-15, Statement of Cash Flows – Classification of Certain Cash Receipts and Cash Payments.  The new standard provides guidance on certain specific cash flow issues, including, but not limited to, debt prepayment or extinguishment costs and distributions received from equity method investees.  The standard is effective for periods beginning after December 15, 2017, with early adoption permitted and shall be applied retrospectively where practicable.  The Company adopted the new guidance effective January 1, 2017 and has elected to use the cumulative earnings approach to classify distributions received from equity method investees.  Under the cumulative earnings approach, distributions up to the amount of cumulative equity in earnings recognized will be treated as returns on investment and those in excess of that amount will be treated as returns of investment.  The adoption of the cumulative earnings approach had no impact on our consolidated financial statements for the periods presented.

In November 2016, the FASB issued ASU No. 2016-18, Statement of Cash Flows (Topic 230) - Restricted Cash, which requires the statement of cash flows to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents.  The new guidance also requires entities to reconcile such total to amounts on the balance sheet and disclose the nature of the restrictions.  The standard is effective on January 1, 2018, with early adoption permitted.  The standard requires the use of the retrospective transition method. We do not expect the adoption of this standard to have a material impact on our consolidated 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 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 9).  The following table reconciles from basic to diluted common shares outstanding:

 

12

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 



 

 

 

 

 

 



 

For the Three Months Ended March 31,



 

2017

 

2016



 

(Amounts in thousands)



 

 

 

 

 

 



Weighted average common shares and equivalents

 

 

 

 

 



outstanding:

 

 

 

 

 



Basic weighted average common

 

 

 

 

 



shares outstanding

 

173,364 

 

 

172,977 



Net effect of dilutive stock options -

 

 

 

 

 



based on treasury stock method

 

705 

 

 

873 



Diluted weighted average common

 

 

 

 

 



shares outstanding

 

174,069 

 

 

173,850 



3.Real Estate Facilities



Activity in real estate facilities during the three months ended March 31, 2017 is as follows:  







 

 

 



 

 



 

Three Months Ended



 

March 31, 2017



 

(Amounts in thousands)



Operating facilities, at cost:

 

 



Beginning balance

$

13,963,229 



Capital expenditures to maintain real estate facilities

27,050 



Acquisitions

 

21,328 



Newly developed facilities opened for operation

 

88,884 



Impact of foreign exchange rate changes

 

168 



Ending balance

 

14,100,659 



Accumulated depreciation:

 

 



Beginning balance

 

(5,270,963)



Depreciation expense

 

(105,129)



Impact of foreign exchange rate changes

 

(123)



Ending balance

 

(5,376,215)



Construction in process:

 

 



Beginning balance

 

230,310 



Current development

 

63,827 



Newly developed facilities opened for operation

 

(88,884)



Ending balance

 

205,253 



Total real estate facilities at March 31, 2017

$

8,929,697 

During the three months ended March 31, 2017, we acquired four self-storage facilities (214,000 net rentable square feet), for a total cost of $22.8 million, in cash.  Approximately $1.5 million of the total cost was allocated to intangible assets.  We completed development and redevelopment activities during the three months ended March 31, 2017, adding 475,000 net rentable square feet of self-storage space, at an aggregate cost of $88.9 million.  Construction in process at March 31, 2017 consists of projects to develop new self-storage facilities and redevelop existing self-storage facilities, which will add a total of 5.2 million net rentable square feet of storage space at an aggregate estimated cost of approximately $618.2 million

 

13

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(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, 2017

 

December 31, 2016

 



 

 



PSB

$

404,171 

 

$

402,765 

 



Shurgard Europe

 

288,103 

 

 

280,019 

 



Other Investments

 

6,422 

 

 

6,423 

 



Total

$

698,696 

 

$

689,207 

 









 

 

 

 

 

 



 

Equity in Earnings of Unconsolidated Real Estate Entities for the



 

Three Months Ended March 31,



 

2017

 

2016



 



PSB

$

13,700 

 

$

7,331 



Shurgard Europe

 

5,591 

 

 

6,236 



Other Investments

 

658 

 

 

597 



Total

$

19,949 

 

$

14,164 



During the three months ended March 31, 2017 and 2016, we received cash distributions from our investments in the Unconsolidated Real Estate Entities totaling $13.3 million and $11.8 million, respectively.  At March 31, 2017, the cost of our investment in the Unconsolidated Real Estate Entities exceeds our pro rata share of the underlying equity by approximately $53.0 million ($54.0 million at December 31, 2016).  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 $0.3 million and $0.4 million during the three months ended March 31, 2017 and 2016, respectively.  

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, 2017 and December 31, 2016, 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, 2017 ($114.76 per share of PSB common stock), the shares and units we owned had a market value of approximately $1.7 billion.  At March 31, 2017, the adjusted tax basis of our investment in PSB was less than its book value.

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

March 31, 2017

(Unaudited)

 





 

 

 

 

 



2017

 

2016



(Amounts in thousands)

For the three months ended March 31,

 

 

 

 

 

Total revenue

$

100,189 

 

$

95,973 

Costs of operations

 

(31,033)

 

 

(31,894)

Depreciation and amortization

 

(23,078)

 

 

(25,041)

General and administrative

 

(2,831)

 

 

(3,635)

Other items

 

(79)

 

 

(2,923)

Gain on sale of development rights

 

3,865 

 

 

 -

Net income

 

47,033 

 

 

32,480 

Allocations to preferred shareholders and

 

 

 

 

 

restricted share unitholders

 

(13,539)

 

 

(13,975)

Net income allocated to common shareholders

 

 

 

 

 

and LP Unitholders

$

33,494 

 

$

18,505 



 

 

 

 

 













 

 

 

 

 



March 31,

 

December 31,



2017

 

2016



(Amounts in thousands)



 

 

 

 

 

Total assets (primarily real estate)

$

1,997,193 

 

$

2,119,371 

Debt

 

107,000 

 

 

 -

Preferred stock called for redemption

 

 -

 

 

230,000 

Other liabilities

 

75,824 

 

 

78,657 

Equity:

 

 

 

 

 

Preferred stock

 

879,750 

 

 

879,750 

Common equity and LP units

 

934,619 

 

 

930,964 



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.  Our equity in earnings of Shurgard Europe is comprised of our 49% share of Shurgard Europe’s net income and 49% of the trademark license fees that Shurgard Europe pays to us for the use of the “Shurgard” trademark.  The remaining 51% of the license fees are classified as interest and other income on our income statement. 

Changes in foreign currency exchange rates caused our investment in Shurgard Europe to increase by approximately $2.8 million and $3.7 million in the three months ended March 31, 2017 and 2016, 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

March 31, 2017

(Unaudited)

 









 

 

 

 

 



2017

 

2016



(Amounts in thousands)

For the three months ended March 31,

 

 

 

 

 

Self-storage and ancillary revenues

$

60,866 

 

$

61,220 

Self-storage and ancillary cost of operations

 

(23,224)

 

 

(24,692)

Depreciation and amortization

 

(14,702)

 

 

(17,396)

General and administrative

 

(3,467)

 

 

(4,604)

Interest expense on third party debt 

 

(5,008)

 

 

(5,142)

Trademark license fee payable to Public Storage

 

(610)

 

 

(616)

Income tax expense

 

(2,939)

 

 

(2,968)

Foreign exchange (loss) gain

 

(116)

 

 

6,308 



 

 

 

 

 

Net income

$

10,800 

 

$

12,110 

Average exchange rates of Euro to the U.S. Dollar

 

1.065 

 

 

1.103 



 

 

 

 

 







 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,



2017

 

2016



 

(Amounts in thousands)



 

 

 

 

 

Total assets (primarily self-storage facilities)

$

1,310,637 

 

$

1,261,912 

Total debt to third parties

 

688,821 

 

 

666,926 

Other liabilities

 

115,726 

 

 

106,916 

Equity

 

506,090 

 

 

488,070 



 

 

 

 

 

Exchange rate of Euro to U.S. Dollar

 

1.068 

 

 

1.052 

 

5.Borrowings

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, 2017).  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, 2017).  At March 31, 2017 and May 3, 2017, we had no outstanding borrowings under this Credit Facility.  We had undrawn standby letters of credit, which reduce our borrowing capacity, totaling $15.2 million at March 31, 2017 and December 31, 2016.  The Credit Facility has various customary restrictive covenants, all of which we were in compliance with at March 31, 2017.

Senior Unsecured Notes

At March 31, 2017 and December 31, 2016, we had €342.0  million ($365.3 million) and €342.0 million ($359.8 million), respectively, of Euro-denominated senior unsecured notes payable (collectively, the “Senior Unsecured Notes”) to institutional investors.   The Senior Unsecured Notes consists of two tranches, (i) €242.0 million (2.175% fixed rate of interest) which was issued on November 3, 2015 for

 

16

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

$264.3 million in net proceeds upon converting the Euros to U.S. Dollars, which matures in November 2025 and (ii) €100.0 million (1.54% fixed rate of interest), which was issued on April 12, 2016 for $113.6 million in net proceeds upon converting the Euros to U.S. Dollars, which matures in April 2024.  The fair value of our Senior Unsecured Notes was approximately $377.0 million at March 31, 2017 ($381.8 million at December 31, 2016).

We reflect changes in the U.S. Dollar equivalent of the amount payable, as a result of changes in foreign exchange rates as “foreign currency exchange loss” on our income statement (losses of $5.6 million and $10.9 million for the three months ended March 31, 2017 and 2016, respectively).  The Senior Unsecured Notes have various customary financial covenants, all of which we were in compliance with at March 31, 2017.

Mortgage Notes

The carrying amounts of our mortgage notes (the “Mortgage Notes”) at March 31, 2017 and December 31, 2016, totaled $30.5 million and $30.9 million, respectively, which approximates contractual note values and estimated fair values.  These notes were assumed in connection with acquisitions of real estate facilities and recorded at fair value with any premium or discount to the stated note balance amortized using the effective interest method.  At March 31, 2017, the notes are secured by 30 real estate facilities with a net book value of approximately $120.7 million, have contractual interest rates between 2.9% and 7.1%, and mature between November 2018 and September 2028.

At March 31, 2017, approximate principal maturities of our Senior Unsecured Notes and Mortgage Notes are (amounts in thousands):



 

 

 

 

 

 

 

 



Senior

 

Mortgage

 

 



Unsecured Notes

 

Notes

 

Total

Remainder of 2017

$

 -

 

$

1,277 

 

$

1,277 

2018

 

 -

 

 

11,241 

 

 

11,241 

2019

 

 -

 

 

1,505 

 

 

1,505 

2020

 

 -

 

 

1,585 

 

 

1,585 

2021

 

 -

 

 

1,503 

 

 

1,503 

Thereafter

 

365,349 

 

 

13,402 

 

 

378,751 



$

365,349 

 

$

30,513 

 

$

395,862 

Weighted average effective rate

 

2.0% 

 

 

4.0% 

 

 

2.1% 

Cash paid for interest totaled $2.1 million and $2.2 million for the three months ended March 31, 2017 and 2016, respectively.  Interest capitalized as real estate totaled $1.1 million and $1.4 million for the three months ended March 31, 2017 and 2016, respectively.

6.Noncontrolling Interests

At March 31, 2017, the noncontrolling interests represent (i) third-party equity interests in subsidiaries owning 14 operating self-storage facilities and seven self-storage facilities that are under construction and (ii) 231,978 partnership units held by third-parties in a subsidiary that are convertible on a one-for-one basis (subject to certain limitations) into common shares of the Company at the option of the unitholder (collectively, the “Noncontrolling Interests”).  At March 31, 2017, the Noncontrolling Interests cannot require us to redeem their interests, other than pursuant to a liquidation of the subsidiary.  During the three months ended March 31, 2017 and 2016, we allocated a total of $1.6 million and $1.5 million, respectively, of income to these interests; and we paid $2.0 million and $1.7 million, respectively, in distributions to these interests. 

 

17

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

During the three months ended March 31, 2017, we acquired Noncontrolling Interests for $0.1 million (none in the three months ended March 31, 2016), in cash, substantially all of which was allocated to Paid-in-capital.  During the three months ended March 31, 2017 and 2016, Noncontrolling Interests contributed $0.7 million and $2.0 million, respectively.    

7.Shareholders’ Equity



Preferred Shares

At March 31, 2017 and December 31, 2016, we had the following series of Cumulative Preferred Shares (“Preferred Shares”) outstanding:









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

At March 31, 2017

 

At December 31, 2016



Series

 

Earliest Redemption Date

 

Dividend Rate

 

Shares Outstanding

 

Liquidation Preference

 

Shares Outstanding

 

Liquidation Preference



 

 

 

 

 

 

(Dollar amounts in thousands)



Series S

 

1/12/2017

 

5.900% 

 

18,400 

 

$

460,000 

 

18,400 

 

$

460,000 



Series T

 

3/13/2017

 

5.750% 

 

18,500 

 

 

462,500 

 

18,500 

 

 

462,500 



Series U

 

6/15/2017

 

5.625% 

 

11,500 

 

 

287,500 

 

11,500 

 

 

287,500 



Series V

 

9/20/2017

 

5.375% 

 

19,800 

 

 

495,000 

 

19,800 

 

 

495,000 



Series W

 

1/16/2018

 

5.200% 

 

20,000 

 

 

500,000 

 

20,000 

 

 

500,000 



Series X

 

3/13/2018

 

5.200% 

 

9,000 

 

 

225,000 

 

9,000 

 

 

225,000 



Series Y

 

3/17/2019

 

6.375% 

 

11,400 

 

 

285,000 

 

11,400 

 

 

285,000 



Series Z

 

6/4/2019

 

6.000% 

 

11,500 

 

 

287,500 

 

11,500 

 

 

287,500 



Series A

 

12/2/2019

 

5.875% 

 

7,600 

 

 

190,000 

 

7,600 

 

 

190,000 



Series B

 

1/20/2021

 

5.400% 

 

12,000 

 

 

300,000 

 

12,000 

 

 

300,000 



Series C

 

5/17/2021

 

5.125% 

 

8,000 

 

 

200,000 

 

8,000 

 

 

200,000 



Series D

 

7/20/2021

 

4.950% 

 

13,000 

 

 

325,000 

 

13,000 

 

 

325,000 



Series E

 

10/14/2021

 

4.900% 

 

14,000 

 

 

350,000 

 

14,000 

 

 

350,000 



Total Preferred Shares

 

 

 

174,700 

 

$

4,367,500 

 

174,700 

 

$

4,367,500 

The holders of our Preferred Shares have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions.  Except under certain conditions and as noted below, holders of the Preferred Shares will not be entitled to vote on most matters.  In the event of a cumulative arrearage equal to six quarterly dividends, holders of all outstanding series of preferred shares (voting as a single class without regard to series) will have the right to elect two additional members to serve on our board of trustees (the “Board”) until the arrearage has been cured.  At March 31, 2017, there were no dividends in arrears.

Except under certain conditions relating to the Company’s qualification as a REIT, the Preferred Shares are not redeemable prior to the dates indicated on the table above.  On or after the respective dates, each of the series of Preferred Shares is redeemable at our option, in whole or in part, at $25.00 per depositary share, plus accrued and unpaid dividends.  Holders of the Preferred Shares cannot require us to redeem such shares.

Upon issuance of our Preferred Shares, we classify the liquidation value as preferred equity on our balance sheet with any issuance costs recorded as a reduction to Paid-in capital.

 

18

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

On January 20, 2016, we issued 12.0 million depositary shares, each representing 1/1,000 of a share of our 5.40% Series B Preferred Shares, at an issuance price of $25.00 per depositary share, for a total of $300.0 million in gross proceeds, and we incurred $9.9 million in issuance costs. 

In March 2016, we called for redemption of, and on April 15, 2016, we redeemed our 6.500% Series Q Preferred Shares, at par.  We recorded a $11.3 million allocation of income from our common shareholders to the holders of our Preferred Shares in the three months ended March 31, 2016 in connection with this redemption.

Common share dividends, including amounts paid to our restricted share unitholders, totaled $348.2 million ($2.00 per share) and $295.1 million ($1.70 per share) for the three months ended March 31, 2017 and 2016, respectively.  Preferred share dividends totaled $60.1 million and $62.3 million for the three months ended March 31, 2017 and 2016, respectively.

8.Related Party Transactions

B. Wayne Hughes, our former Chairman and his family, including his daughter Tamara Hughes Gustavson and his son B. Wayne Hughes, Jr., who are both members of our Board, collectively own approximately 14.3% of our common shares outstanding at March 31, 2017.

At March 31, 2017, B. Wayne Hughes and Tamara Hughes Gustavson together owned and controlled 57 self-storage facilities in Canada.  These facilities operate under the “Public Storage” tradename, which we license to the owners of these facilities for use in Canada on a royalty-free, non-exclusive basis.  Our subsidiaries reinsure risks relating to loss of goods stored by customers in these facilities, and have received approximately $233,000 and $161,000 for the three months ended March 31, 2017 and 2016, respectively.  Our right to continue receiving these premiums may be qualified.  We have no ownership interest in these facilities and we do not own or operate any facilities in Canada.  If we chose to acquire or develop our own facilities in Canada, we would have to share the use of the “Public Storage” name in Canada with the facilities’ owners.  We have a right of first refusal, subject to limitations, to acquire the stock or assets of the corporation engaged in the operation of these facilities (“PS Canada”) if their owners agree to sell them.  

9.Share-Based Compensation

Under various share-based compensation plans and under terms established by our Board or a committee thereof, we grant non-qualified options to purchase the Company’s common shares, as well as restricted share units (“RSUs”), to trustees, officers, and key employees.  

Stock options and RSUs are considered “granted” and “outstanding” as the terms are used herein, when (i) the Company and the recipient reach a mutual understanding of the key terms of the award, (ii) the award has been authorized, (iii) the recipient is affected by changes in the market price of our stock, and (iv) it is probable that any performance and service conditions will be met.  

We amortize the grant-date fair value of awards as compensation expense over the service period, which begins on the grant date and ends on the vesting date.  For awards that are earned solely upon the passage of time and continued service, the entire cost of the award is amortized on a straight-line basis over the service period.  For awards with performance conditions, the individual cost of each vesting is amortized separately over each individual service period (the “accelerated attribution” method).

 

19

 


 

PUBLIC STORAGE

NOTES TO FINANCIAL STATEMENTS

March 31, 2017

(Unaudited)

 

In amortizing share-based compensation expense, we do not estimate future forfeitures in advance.  Instead, we reverse previously amortized share-based compensation expense with respect to grants that are forfeited in the period the employee terminates employment. 

See also “net income per common share” in Note 2 for further discussion regarding the impact of RSUs and stock options on our net income per common share and income allocated to common shareholders.

Stock Options

Stock options vest over a three to five-year period, expire ten years after the grant date, and the exercise price is equal to the closing trading price of our common shares on the grant date.  Employees cannot require the Company to settle their award in cash.  We use the Black-Scholes option valuation model to estimate the fair value of our stock options. 

Outstanding stock option grants are included on a one-for-one basis in our diluted weighted average shares, to the extent dilutive, after applying the treasury stock method (based upon the average common share price during the period) to assumed exercise proceeds and measured but unrecognized compensation.

For the three months ended March 31, 2017, we recorded $1.8 million in compensation expense related to stock options, as compared to $1.0 million, for the same period in 2016.

During the three months ended March 31, 2017, 1,026,000 stock options were granted, 197,555 options were exercised and 70,000 options were forfeited.  A total of 2,753,885 stock options were outstanding at March 31, 2017 (1,995,440 at December 31, 2016).

Restricted Share Units

RSUs generally vest ratably over a five to eight-year period from the grant date.  The grantee receives dividends for each outstanding RSU equal to the per-share dividends received by our common shareholders.  We expense any dividends previously paid upon forfeiture of the related RSU.  Upon vesting, the grantee receives common shares equal to the number of vested RSUs, less common shares withheld in exchange for tax deposits made by the Company to satisfy the grantee’s statutory tax liabilities arising from the vesting. 

The fair value of our RSUs is determined based upon the applicable closing trading price of our common shares.

During the three months ended March 31, 2017, 193,442 RSUs were granted, 15,301 RSUs were forfeited and 103,936 RSUs vested.  This vesting resulted in the issuance of 56,980 common shares.  In addition, tax deposits totaling $11.6 million ($13.0 million for the same period in 2016) were made on behalf of employees in exchange for 46,956 common shares withheld upon vesting.  A total of 770,846 RSUs were outstanding at March 31, 2017 (696,641 at December 31, 2016).    

A total of $7.1 million in RSU expense was recorded for the three months ended March 31, 2017, which includes approximately $0.6 million in employer taxes incurred upon vesting, as compared to $7.1 million for the same period in 2016,  which includes approximately $1.0 million in employer taxes incurred upon vesting.

<