Public Storage 2001 Annual Report Download - page 28

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P
UBLIC S TORAGE ,I NC . 2001 A NNUAL R EPORT
For these purposes, FFO means net income (loss) (computed in accordance with generally accepted accounting principles)
before (i) gain (loss) on early extinguishment of debt, (ii) minority interest in income and (iii) gain (loss) on disposition of real
estate, adjusted as follows: (i) plus depreciation and amortization (including the Company’s pro-rata share of depreciation and
amortization of unconsolidated equity interests and amortization of assets acquired in a merger, including property management
agreements and goodwill), and (ii) less FFO attributable to minority interest. For these purposes, FFO per Common Share means
FFO less preferred stock dividends (other than dividends on convertible preferred stock) divided by the outstanding weighted
average shares of Common Stock assuming conversion of all outstanding convertible securities and the Class B Common Stock.
For these purposes, FFO per share of Common Stock (as defined) was $2.93 for the year ended December 31, 2001.
Equity Stock
The Company is authorized to issue up to 200,000,000 shares of Equity Stock. The Articles of Incorporation provide that the
Equity Stock may be issued from time to time in one or more series and gives the Board of Directors broad authority to fix the
dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of
Equity Stock.
Equity Stock, Series A
As of December 31, 2001, there were 8,776,102 depositary shares, each representing 1/1,000 of a share, of Equity Stock, Series A
outstanding. The following table summarizes the activity:
2001 2000
Depositary Issuance Depositary Issuance
(Dollar amounts in thousands) Shares Amount Shares Amount
Amount at beginning of year 5,635,602 $113,354 — $ —
Public offerings 2,210,500 51,836 3,382,500 68,318
Direct placements 930,000 22,984 — —
Special dividend — — 2,200,555 44,011
Issued to a related party in connection with
acquisitions of real estate facilities — — 52,547 1,025
Amount at end of year 8,776,102 $188,174 5,635,602 $113,354
The issuance amounts have been recorded as part of paid-in capital on the consolidated balance sheet.
The Equity Stock, Series A ranks on a parity with common stock and junior to the Senior Preferred Stock with respect to
general preference rights and has a liquidation amount which cannot exceed $24.50 per share. Distributions with respect to each
depositary share shall be the lesser of: a) five times the per share dividend on the Common Stock or b) $2.45 per annum (prorated
for the year 2000). Except in order to preserve the Company’s federal income tax status as a REIT, we may not redeem the
depositary shares before March 31, 2010. On or after March 31, 2010, we may, at our option, redeem the depositary shares at
$24.50 per depositary share. If the Company fails to preserve its federal income tax status as a REIT, each depositary share will be
convertible into 0.956 shares of common stock. The depositary shares are otherwise not convertible into common stock. Holders
of depositary shares vote as a single class with our holders of common stock on shareholder matters, but the depositary shares have
the equivalent of one-tenth of a vote per depositary share. We have no obligation to pay distributions if no distributions are paid to
common shareholders.