PS Business Parks, Inc. (NYSE:PSB) reported operating results for the
fourth quarter ended December 31, 2010.
Net income allocable to common shareholders for the three months ended
December 31, 2010 was $8.4 million, or $0.34 per diluted share, on
revenues of $71.4 million compared to $9.9 million, or $0.40 per diluted
share, on revenues of $67.7 million for the same period in 2009. Net
income allocable to common shareholders for the year ended December 31,
2010 was $39.0 million, or $1.58 per diluted share, on revenues of
$279.1 million compared to $59.4 million, or $2.68 per diluted share, on
revenues of $271.7 million for the same period in 2009.
Revenues for the three months ended December 31, 2010 increased $3.7
million, or 5.4%, over the same period in 2009 as a result of rental
income from acquired properties of $6.4 million partially offset by a
decrease in revenues from the Company’s Same Park portfolio of $2.7
million primarily due to a decrease in rental rates. Net income
allocable to common shareholders for the three months ended December 31,
2010 decreased $1.5 million over the same period in 2009 primarily due
to non-cash distributions of $1.6 million related to the preferred
equity redemption during the fourth quarter of 2010 combined with
increases in depreciation expense and acquisition transaction costs.
These decreases were partially offset by an increase in net operating
income and a reduction in preferred equity cash distributions as a
result of preferred equity redemptions in 2010.
Revenues for the year ended December 31, 2010 increased $7.4 million, or
2.7%, over the same period in 2009 as a result of rental income from
acquired properties of $15.5 million partially offset by a decrease in
revenues from the Company’s Same Park portfolio of $8.0 million due to a
decrease in rental rates. Net income allocable to common shareholders
for the year ended December 31, 2010 decreased $20.5 million over the
same period in 2009 primarily due to the net gain of $35.6 million on
the repurchase of preferred equity reported during the first quarter of
2009 combined with acquisition transaction costs of $3.3 million related
to 2010 acquisitions. These decreases were partially offset by
reductions in depreciation expense, preferred equity cash distributions
and net income allocable to noncontrolling interests — common units.
Funds From Operations
Funds from operations ("FFO”) allocable to common and dilutive shares
for the three months ended December 31, 2010 and 2009 were $31.7
million, or $0.99 per common and dilutive share, and $32.7 million, or
$1.02 per common and dilutive share, respectively. The decrease in FFO
per common and dilutive share for the three months ended
December 31, 2010 over the same period in 2009 was primarily due to
non-cash distributions related to the preferred equity redemption during
the fourth quarter of 2010 and an increase in general and administrative
costs due primarily to acquisition transaction costs. The decrease was
partially offset by an increase in net operating income and a decrease
in preferred equity cash distributions as a result of the preferred
equity redemptions noted above. FFO allocable to common and dilutive
shares for the year ended December 31, 2010 was $124.4 million, or $3.88
per common and dilutive share, compared to $163.1 million, or $5.52 per
common and dilutive share, for the year ended December 31, 2009. The
decrease in FFO per common and dilutive share for the year ended
December 31, 2010 over the same period in 2009 was primarily due to the
net gain of $35.6 million, or $1.21 per common and dilutive share, on
the repurchase of preferred equity during the first quarter of 2009 and
the impact from the issuance of 3,833,333 shares of common stock during
the third quarter of 2009.
The following table summarizes the impact of the non-cash distributions
related to the preferred equity redemptions, acquisition transaction
costs and gain on repurchase of preferred equity on the Company’s FFO
per common and dilutive share for the three months and years ended
December 31, 2010 and 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended December 31,
|
|
|
|
|
|
For The Years Ended December 31,
|
|
|
|
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common and dilutive share, before non-cash and other
adjustments
|
|
|
|
|
|
$
|
1.07
|
|
|
|
|
$
|
1.02
|
|
|
|
|
|
$
|
4.11
|
|
|
|
|
$
|
4.31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-cash distributions related to the redemption of preferred equity
|
|
|
|
|
|
|
(0.05
|
)
|
|
|
|
|
—
|
|
|
|
|
|
|
(0.13
|
)
|
|
|
|
|
—
|
|
Acquisition transaction costs
|
|
|
|
|
|
|
(0.03
|
)
|
|
|
|
|
—
|
|
|
|
|
|
|
(0.10
|
)
|
|
|
|
|
—
|
|
Gain on the repurchase of preferred equity
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
—
|
|
|
|
|
|
1.21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common and dilutive share, as reported
|
|
|
|
|
|
$
|
0.99
|
|
|
|
|
$
|
1.02
|
|
|
|
|
|
$
|
3.88
|
|
|
|
|
$
|
5.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Operations
In order to evaluate the performance of the Company’s overall portfolio
over two comparable periods, management analyzes the operating
performance of a consistent group of properties owned and operated
throughout both periods (herein referred to as "Same Park”). Operating
properties that the Company acquired subsequent to January 1, 2009 are
referred to as "Non-Same Park.” For the three months and years ended
December 31, 2010 and 2009, the Same Park facilities constitute 19.4
million rentable square feet, which includes all assets in continuing
operations that the Company owned from January 1, 2009 through December
31, 2010, representing 89.1% of the total square footage of the
Company’s portfolio as of December 31, 2010.
The Company’s property operations account for substantially all of the
net operating income earned by the Company. The following table presents
the operating results of the Company’s properties for the three months
and years ended December 31, 2010 and 2009 in addition to other income
and expense items affecting income from continuing operations
(unaudited, in thousands, except per square foot amounts):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended December 31,
|
|
|
|
|
|
|
For The Years Ended December 31,
|
|
|
|
|
|
|
|
|
2010
|
|
|
2009
|
|
|
Change
|
|
|
|
2010
|
|
|
2009
|
|
|
Change
|
|
Rental income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Park (19.4 million rentable square feet) (1)
|
|
|
|
$
|
64,862
|
|
|
|
$
|
67,565
|
|
|
|
(4.0
|
%)
|
|
|
|
$
|
262,963
|
|
|
|
$
|
270,957
|
|
|
|
(3.0
|
%)
|
|
Non-Same Park (2.4 million rentable square feet) (2)
|
|
|
|
|
6,358
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
|
|
|
15,454
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
Total rental income
|
|
|
|
|
71,220
|
|
|
|
|
67,565
|
|
|
|
5.4
|
%
|
|
|
|
|
278,417
|
|
|
|
|
270,957
|
|
|
|
2.8
|
%
|
|
Cost of operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Park
|
|
|
|
|
20,325
|
|
|
|
|
20,905
|
|
|
|
(2.8
|
%)
|
|
|
|
|
84,762
|
|
|
|
|
85,912
|
|
|
|
(1.3
|
%)
|
|
Non-Same Park
|
|
|
|
|
2,576
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
|
|
|
5,772
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
Total cost of operations
|
|
|
|
|
22,901
|
|
|
|
|
20,905
|
|
|
|
9.5
|
%
|
|
|
|
|
90,534
|
|
|
|
|
85,912
|
|
|
|
5.4
|
%
|
|
Net operating income (3):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Same Park
|
|
|
|
|
44,537
|
|
|
|
|
46,660
|
|
|
|
(4.5
|
%)
|
|
|
|
|
178,201
|
|
|
|
|
185,045
|
|
|
|
(3.7
|
%)
|
|
Non-Same Park
|
|
|
|
|
3,782
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
|
|
|
9,682
|
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
Total net operating income
|
|
|
|
|
48,319
|
|
|
|
|
46,660
|
|
|
|
3.6
|
%
|
|
|
|
|
187,883
|
|
|
|
|
185,045
|
|
|
|
1.5
|
%
|
|
Other income and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Facility management fees
|
|
|
|
|
171
|
|
|
|
|
176
|
|
|
|
(2.8
|
%)
|
|
|
|
|
672
|
|
|
|
|
698
|
|
|
|
(3.7
|
%)
|
|
Interest and other income
|
|
|
|
|
73
|
|
|
|
|
155
|
|
|
|
(52.9
|
%)
|
|
|
|
|
333
|
|
|
|
|
536
|
|
|
|
(37.9
|
%)
|
|
Interest expense
|
|
|
|
|
(948
|
)
|
|
|
|
(866
|
)
|
|
|
9.5
|
%
|
|
|
|
|
(3,534
|
)
|
|
|
|
(3,552
|
)
|
|
|
(0.5
|
%)
|
|
Depreciation and amortization
|
|
|
|
|
(20,812
|
)
|
|
|
|
(19,650
|
)
|
|
|
5.9
|
%
|
|
|
|
|
(78,868
|
)
|
|
|
|
(84,504
|
)
|
|
|
(6.7
|
%)
|
|
General and administrative
|
|
|
|
|
(1,718
|
)
|
|
|
|
(1,275
|
)
|
|
|
34.7
|
%
|
|
|
|
|
(6,389
|
)
|
|
|
|
(6,202
|
)
|
|
|
3.0
|
%
|
|
Acquisition transaction costs
|
|
|
|
|
(953
|
)
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
|
|
|
(3,262
|
)
|
|
|
|
—
|
|
|
|
100.0
|
%
|
|
Income from continuing operations
|
|
|
|
$
|
24,132
|
|
|
|
$
|
25,200
|
|
|
|
(4.2
|
%)
|
|
|
|
$
|
96,835
|
|
|
|
$
|
92,021
|
|
|
|
5.2
|
%
|
|
Same Park gross margin (4)
|
|
|
|
|
68.7
|
%
|
|
|
|
69.1
|
%
|
|
|
(0.6
|
%)
|
|
|
|
|
67.8
|
%
|
|
|
|
68.3
|
%
|
|
|
(0.7
|
%)
|
|
Same Park weighted average occupancy
|
|
|
|
|
91.5
|
%
|
|
|
|
91.2
|
%
|
|
|
0.3
|
%
|
|
|
|
|
91.5
|
%
|
|
|
|
90.4
|
%
|
|
|
1.2
|
%
|
|
Same Park annualized realized rent per square foot (5)
|
|
|
|
$
|
14.60
|
|
|
|
$
|
15.26
|
|
|
|
(4.3
|
%)
|
|
|
|
$
|
14.79
|
|
|
|
$
|
15.43
|
|
|
|
(4.1
|
%)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
See above for a definition of Same Park.
|
|
(2)
|
|
|
See above for a definition of Non-Same Park.
|
|
(3)
|
|
|
Net operating income ("NOI”) is an important measurement in the
commercial real estate industry for determining the value of the
real estate generating the NOI. The Company’s calculation of NOI may
not be comparable to those of other companies and should not be used
as an alternative to measures of performance in accordance with
generally accepted accounting principles ("GAAP”).
|
|
(4)
|
|
|
Same Park gross margin is computed by dividing Same Park NOI by Same
Park rental income.
|
|
(5)
|
|
|
Same Park realized rent per square foot represents the annualized
Same Park rental income earned per occupied square foot.
|
|
|
|
|
|
Financial Condition
The following are key financial ratios with respect to the Company’s
leverage at and for the three months ended December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of FFO to fixed charges (1)
|
|
|
|
|
|
|
|
|
48.4x
|
|
|
|
|
|
|
|
|
|
Ratio of FFO to fixed charges and preferred distributions (1)
|
|
|
|
|
|
|
|
|
3.7x
|
|
|
|
|
|
|
|
|
|
Debt and preferred equity to total market capitalization (based on
common stock price of $55.72 at December 31, 2010)
|
|
|
|
|
|
|
|
|
30.9%
|
|
|
|
|
|
|
|
|
|
Available balance under the $100.0 million unsecured credit facility
at December 31, 2010 (2)
|
|
|
|
|
|
|
|
|
$7.0 million
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
Fixed charges include interest expense of $948,000.
|
|
|
|
|
|
|
|
|
|
(2)
|
|
|
In February, 2011, the $93.0 million balance outstanding was
repaid in full.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Property Acquisitions
On December 15, 2010, the Company acquired Westpark Business Campus, a
735,000 square foot seven-building multi-tenant office park in Tysons
Corner, Virginia, for $140.0 million.
During 2010, the Company also acquired Shady Grove Executive Center, a
350,000 square foot multi-tenant office park located in Rockville,
Maryland, a portfolio of assets in Austin, Texas, aggregating 704,000
square feet of multi-tenant flex parks, Parklawn Business Park, a
232,000 square foot multi-tenant office and flex park located in
Rockville, Maryland, and Tysons Corporate Center, a 270,000 square foot
two-building multi-tenant office park in Tysons Corner, Virginia, for an
aggregate cost of $161.7 million.
In connection with the 2010 acquisitions, the Company incurred
acquisition transaction costs of $953,000 and $3.3 million for the three
months and year ended December 31, 2010, respectively, which have been
included in general and administrative expenses.
Credit Facility
As of December 31, 2010, the Company had $93.0 million outstanding on
its credit facility at an interest rate of 2.11%. The credit facility
has a borrowing capacity of $100.0 million. The Company utilized the
credit facility, along with cash from operations, to acquire the
seven-building multi-tenant office park located in Tysons Corner,
Virginia. In February, 2011, the Company used funds borrowed from Public
Storage ("PS”), as discussed below, to pay down the credit facility in
full and, as such, the available balance is $100.0 million.
Related Party Transaction
On February 9, 2011, the Company entered into an agreement with PS to
borrow $121.0 million with a maturity date of August 9, 2011 at an
interest rate of LIBOR plus 0.85%. Funds from the loan were used to
repurchase the 7.50% Series J Cumulative Redeemable Preferred Units and
to repay, in full, the balance outstanding on the Company’s credit
facility.
Preferred Equity Transactions
On October 15, 2010, the Company issued 3.0 million depositary shares,
each representing 1/1,000 of a share of the 6.875% Cumulative Preferred
Stock, Series R, at $25.00 per depositary share for gross proceeds of
$75.0 million.
On November 8, 2010, the Company redeemed its 7.60% Cumulative Preferred
Stock, Series L, at its aggregate par value of $48.4 million. On May 12,
2010, the Company redeemed its 7.950% Series G Cumulative Redeemable
Preferred Units at its aggregate par value of $20.0 million and on June
7, 2010, the Company redeemed its 7.950% Cumulative Preferred Stock,
Series K, at its aggregate par value of $54.1 million, in each case,
together with accrued dividends.
In connection with the 2010 preferred equity redemptions, the Company
reported non-cash distributions of $1.6 million and $4.1 million for the
three months and year ended December 31, 2010, respectively.
In February, 2011, the Company repurchased the outstanding balance of
its 7.50% Series J Cumulative Redeemable Preferred Units and its 6.55%
Series Q Cumulative Redeemable Preferred Units at a combined discount of
18.3% to par. The aggregate purchase price of $39.1 million compared to
the par value of $47.8 million will result in a net gain for FFO
purposes in the first quarter of 2011 of $7.4 million, which also
includes non-cash distributions of $1.4 million representing
original issuance costs.
Distributions Declared
The Board of Directors declared a quarterly dividend of $0.44 per common
share on February 18, 2011. Distributions were also declared on the
various series of depositary shares, each representing 1/1,000 of a
share of preferred stock listed below. Distributions are payable March
31, 2011 to shareholders of record on March 16, 2011.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Series
|
|
|
|
|
|
|
|
|
Dividend Rate
|
|
|
|
|
|
|
|
|
Dividend Declared
|
|
|
|
|
|
|
|
|
|
Series H
|
|
|
|
|
|
|
|
|
7.000%
|
|
|
|
|
|
|
|
|
$
|
0.437500
|
|
|
|
|
|
|
|
|
|
Series I
|
|
|
|
|
|
|
|
|
6.875%
|
|
|
|
|
|
|
|
|
$
|
0.429688
|
|
|
|
|
|
|
|
|
|
Series M
|
|
|
|
|
|
|
|
|
7.200%
|
|
|
|
|
|
|
|
|
$
|
0.450000
|
|
|
|
|
|
|
|
|
|
Series O
|
|
|
|
|
|
|
|
|
7.375%
|
|
|
|
|
|
|
|
|
$
|
0.460938
|
|
|
|
|
|
|
|
|
|
Series P
|
|
|
|
|
|
|
|
|
6.700%
|
|
|
|
|
|
|
|
|
$
|
0.418750
|
|
|
|
|
|
|
|
|
|
Series R
|
|
|
|
|
|
|
|
|
6.875%
|
|
|
|
|
|
|
|
|
$
|
0.429688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Company Information
PS Business Parks, Inc., a member of the S&P SmallCap 600, is a
self-advised and self-managed equity real estate investment trust
("REIT”) that acquires, develops, owns and operates commercial
properties, primarily multi-tenant flex, office and industrial space.
The Company defines "flex” space as buildings that are configured with a
combination of office and warehouse space and can be designed to fit a
number of uses (including office, assembly, showroom, laboratory, light
manufacturing and warehouse space). As of December 31, 2010, PSB wholly
owned 21.8 million rentable square feet with approximately 4,100
customers located in eight states, concentrated in California (5.8
million sq. ft.), Virginia (4.0 million sq. ft.), Florida (3.7 million
sq. ft.), Texas (3.4 million sq. ft.), Maryland (2.4 million sq. ft.),
Oregon (1.3 million sq. ft.), Arizona (0.7 million sq. ft.) and
Washington (0.5 million sq. ft.).
Forward-Looking Statements
When used within this press release, the words "may,” "believes,”
"anticipates,” "plans,” "expects,” "seeks,” "estimates,” "intends” and
similar expressions are intended to identify "forward-looking
statements.” Such forward-looking statements involve known and unknown
risks, uncertainties and other factors, which may cause the actual
results and performance of the Company to be materially different from
those expressed or implied in the forward-looking statements. Such
factors include the impact of competition from new and existing
commercial facilities which could impact rents and occupancy levels at
the Company’s facilities; the Company’s ability to evaluate, finance and
integrate acquired and developed properties into the Company’s existing
operations; the Company’s ability to effectively compete in the markets
that it does business in; the impact of the regulatory environment as
well as national, state and local laws and regulations including,
without limitation, those governing REITs; the impact of general
economic conditions upon rental rates and occupancy levels at the
Company’s facilities; the availability of permanent capital at
attractive rates, the outlook and actions of Rating Agencies and risks
detailed from time to time in the Company’s SEC reports, including
quarterly reports on Form 10-Q, reports on Form 8-K and annual reports
on Form 10-K.
Additional information about PS Business Parks, Inc., including more
financial analysis of the fourth quarter operating results, is available
on the Internet. The Company’s website is www.psbusinessparks.com.
A conference call is scheduled for Tuesday, February 22, 2011, at 10:00
a.m. (PST) to discuss the fourth quarter results. The toll free number
is (888) 299-3246; the conference ID is 43327096. The call will also be
available via a live webcast on the Company’s website. A replay of the
conference call will be available through March 1, 2011 at
(800) 642-1687. A replay of the conference call will also be available
on the Company’s website.
Additional financial data attached.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PS BUSINESS PARKS, INC.
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
December 31,
|
|
|
|
|
|
|
|
|
|
|
2010
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
|
|
|
|
|
|
$
|
5,066
|
|
|
|
|
|
|
$
|
208,229
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate facilities, at cost:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
|
|
|
|
|
|
|
|
564,851
|
|
|
|
|
|
|
|
493,709
|
|
|
Buildings and equipment
|
|
|
|
|
|
|
|
|
|
1,782,613
|
|
|
|
|
|
|
|
1,528,044
|
|
|
|
|
|
|
|
|
|
|
|
|
2,347,464
|
|
|
|
|
|
|
|
2,021,753
|
|
|
Accumulated depreciation
|
|
|
|
|
|
|
|
|
|
(776,840
|
)
|
|
|
|
|
|
|
(707,209
|
)
|
|
|
|
|
|
|
|
|
|
|
|
1,570,624
|
|
|
|
|
|
|
|
1,314,544
|
|
|
Properties held for disposition, net
|
|
|
|
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
4,260
|
|
|
Land held for development
|
|
|
|
|
|
|
|
|
|
6,829
|
|
|
|
|
|
|
|
6,829
|
|
|
|
|
|
|
|
|
|
|
|
|
1,577,453
|
|
|
|
|
|
|
|
1,325,633
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rent receivable
|
|
|
|
|
|
|
|
|
|
3,127
|
|
|
|
|
|
|
|
2,313
|
|
|
Deferred rent receivable
|
|
|
|
|
|
|
|
|
|
22,277
|
|
|
|
|
|
|
|
21,596
|
|
|
Other assets
|
|
|
|
|
|
|
|
|
|
13,134
|
|
|
|
|
|
|
|
7,051
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
|
|
|
|
|
|
|
$
|
1,621,057
|
|
|
|
|
|
|
$
|
1,564,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued and other liabilities
|
|
|
|
|
|
|
|
|
$
|
53,421
|
|
|
|
|
|
|
$
|
46,298
|
|
|
Credit facility
|
|
|
|
|
|
|
|
|
|
93,000
|
|
|
|
|
|
|
|
—
|
|
|
Mortgage notes payable
|
|
|
|
|
|
|
|
|
|
51,511
|
|
|
|
|
|
|
|
52,887
|
|
|
Total liabilities
|
|
|
|
|
|
|
|
|
|
197,932
|
|
|
|
|
|
|
|
99,185
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments and contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PS Business Parks, Inc.’s shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 50,000,000 shares authorized,
23,942 and 25,042 shares issued and outstanding at December 31,
2010 and 2009, respectively
|
|
|
|
|
|
|
|
|
|
598,546
|
|
|
|
|
|
|
|
626,046
|
|
|
Common stock, $0.01 par value, 100,000,000 shares authorized,
24,671,177 and 24,399,509 shares issued and outstanding at
December 31, 2010 and 2009, respectively
|
|
|
|
|
|
|
|
|
|
246
|
|
|
|
|
|
|
|
243
|
|
|
Paid-in capital
|
|
|
|
|
|
|
|
|
|
557,882
|
|
|
|
|
|
|
|
548,393
|
|
|
Cumulative net income
|
|
|
|
|
|
|
|
|
|
784,616
|
|
|
|
|
|
|
|
699,291
|
|
|
Cumulative distributions
|
|
|
|
|
|
|
|
|
|
(747,762
|
)
|
|
|
|
|
|
|
(658,294
|
)
|
|
Total PS Business Parks, Inc.’s shareholders’ equity
|
|
|
|
|
|
|
|
|
|
1,193,528
|
|
|
|
|
|
|
|
1,215,679
|
|
|
Noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred units
|
|
|
|
|
|
|
|
|
|
53,418
|
|
|
|
|
|
|
|
73,418
|
|
|
Common units
|
|
|
|
|
|
|
|
|
|
176,179
|
|
|
|
|
|
|
|
176,540
|
|
|
Total noncontrolling interests
|
|
|
|
|
|
|
|
|
|
229,597
|
|
|
|
|
|
|
|
249,958
|
|
|
Total equity
|
|
|
|
|
|
|
|
|
|
1,423,125
|
|
|
|
|
|
|
|
1,465,637
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and equity
|
|
|
|
|
|
|
|
|
$
|
1,621,057
|
|
|
|
|
|
|
$
|
1,564,822
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PS BUSINESS PARKS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited, in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended December 31,
|
|
|
|
|
|
For The Years Ended December 31,
|
|
|
|
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Revenues:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rental income
|
|
|
|
|
|
$
|
71,220
|
|
|
|
|
$
|
67,565
|
|
|
|
|
|
|
$
|
278,417
|
|
|
|
|
$
|
270,957
|
|
|
Facility management fees
|
|
|
|
|
|
|
171
|
|
|
|
|
|
176
|
|
|
|
|
|
|
|
672
|
|
|
|
|
|
698
|
|
|
Total operating revenues
|
|
|
|
|
|
|
71,391
|
|
|
|
|
|
67,741
|
|
|
|
|
|
|
|
279,089
|
|
|
|
|
|
271,655
|
|
|
Expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cost of operations
|
|
|
|
|
|
|
22,901
|
|
|
|
|
|
20,905
|
|
|
|
|
|
|
|
90,534
|
|
|
|
|
|
85,912
|
|
|
Depreciation and amortization
|
|
|
|
|
|
|
20,812
|
|
|
|
|
|
19,650
|
|
|
|
|
|
|
|
78,868
|
|
|
|
|
|
84,504
|
|
|
General and administrative
|
|
|
|
|
|
|
2,671
|
|
|
|
|
|
1,275
|
|
|
|
|
|
|
|
9,651
|
|
|
|
|
|
6,202
|
|
|
Total operating expenses
|
|
|
|
|
|
|
46,384
|
|
|
|
|
|
41,830
|
|
|
|
|
|
|
|
179,053
|
|
|
|
|
|
176,618
|
|
|
Other income and expenses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and other income
|
|
|
|
|
|
|
73
|
|
|
|
|
|
155
|
|
|
|
|
|
|
|
333
|
|
|
|
|
|
536
|
|
|
Interest expense
|
|
|
|
|
|
|
(948
|
)
|
|
|
|
|
(866
|
)
|
|
|
|
|
|
|
(3,534
|
)
|
|
|
|
|
(3,552
|
)
|
|
Total other income and expenses
|
|
|
|
|
|
|
(875
|
)
|
|
|
|
|
(711
|
)
|
|
|
|
|
|
|
(3,201
|
)
|
|
|
|
|
(3,016
|
)
|
|
Income from continuing operations
|
|
|
|
|
|
|
24,132
|
|
|
|
|
|
25,200
|
|
|
|
|
|
|
|
96,835
|
|
|
|
|
|
92,021
|
|
|
Discontinued operations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income from discontinued operations
|
|
|
|
|
|
|
—
|
|
|
|
|
|
190
|
|
|
|
|
|
|
|
34
|
|
|
|
|
|
830
|
|
|
Gain on sale of land and real estate facility
|
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
|
|
5,153
|
|
|
|
|
|
1,488
|
|
|
Total discontinued operations
|
|
|
|
|
|
|
—
|
|
|
|
|
|
190
|
|
|
|
|
|
|
|
5,187
|
|
|
|
|
|
2,318
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income
|
|
|
|
|
|
$
|
24,132
|
|
|
|
|
$
|
25,390
|
|
|
|
|
|
|
$
|
102,022
|
|
|
|
|
$
|
94,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocation:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocable to noncontrolling interests:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interests — common units
|
|
|
|
|
|
$
|
2,483
|
|
|
|
|
$
|
2,951
|
|
|
|
|
|
|
$
|
11,594
|
|
|
|
|
$
|
19,730
|
|
|
Noncontrolling interests — preferred units
|
|
|
|
|
|
|
985
|
|
|
|
|
|
1,382
|
|
|
|
|
|
|
|
5,103
|
|
|
|
|
|
(2,569
|
)
|
|
Total net income allocable to noncontrolling interests
|
|
|
|
|
|
|
3,468
|
|
|
|
|
|
4,333
|
|
|
|
|
|
|
|
16,697
|
|
|
|
|
|
17,161
|
|
|
Net income allocable to PS Business Parks, Inc.:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common shareholders
|
|
|
|
|
|
|
8,375
|
|
|
|
|
|
9,855
|
|
|
|
|
|
|
|
38,959
|
|
|
|
|
|
59,413
|
|
|
Preferred shareholders
|
|
|
|
|
|
|
12,256
|
|
|
|
|
|
11,155
|
|
|
|
|
|
|
|
46,214
|
|
|
|
|
|
17,440
|
|
|
Restricted stock Unit holders
|
|
|
|
|
|
|
33
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
152
|
|
|
|
|
|
325
|
|
|
Total net income allocable to PS Business Parks, Inc.
|
|
|
|
|
|
|
20,664
|
|
|
|
|
|
21,057
|
|
|
|
|
|
|
|
85,325
|
|
|
|
|
|
77,178
|
|
|
|
|
|
|
|
|
$
|
24,132
|
|
|
|
|
$
|
25,390
|
|
|
|
|
|
|
$
|
102,022
|
|
|
|
|
$
|
94,339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share — basic:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
$
|
0.34
|
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
1.42
|
|
|
|
|
$
|
2.62
|
|
|
Discontinued operations
|
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
$
|
0.16
|
|
|
|
|
$
|
0.08
|
|
|
Net income
|
|
|
|
|
|
$
|
0.34
|
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
1.59
|
|
|
|
|
$
|
2.70
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income per common share — diluted:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Continuing operations
|
|
|
|
|
|
$
|
0.34
|
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
1.42
|
|
|
|
|
$
|
2.61
|
|
|
Discontinued operations
|
|
|
|
|
|
$
|
—
|
|
|
|
|
$
|
0.01
|
|
|
|
|
|
|
$
|
0.16
|
|
|
|
|
$
|
0.08
|
|
|
Net income
|
|
|
|
|
|
$
|
0.34
|
|
|
|
|
$
|
0.40
|
|
|
|
|
|
|
$
|
1.58
|
|
|
|
|
$
|
2.68
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
|
|
|
|
|
24,635
|
|
|
|
|
|
24,393
|
|
|
|
|
|
|
|
24,546
|
|
|
|
|
|
21,998
|
|
|
Diluted
|
|
|
|
|
|
|
24,741
|
|
|
|
|
|
24,550
|
|
|
|
|
|
|
|
24,687
|
|
|
|
|
|
22,128
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
PS BUSINESS PARKS, INC.
Computation of Diluted Funds from Operations ("FFO”) and Funds
Available for Distribution ("FAD”)
(Unaudited, in thousands, except per share amounts)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For The Three Months Ended December 31,
|
|
|
|
For The Years Ended December 31,
|
|
|
|
|
|
2010
|
|
|
|
2009
|
|
|
|
2010
|
|
|
|
2009
|
|
Computation of Diluted Funds From
Operations ("FFO”) (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income allocable to common shareholders
|
|
|
|
$
|
8,375
|
|
|
|
|
$
|
9,855
|
|
|
|
|
$
|
38,959
|
|
|
|
|
$
|
59,413
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gain on sale of land and real estate facility
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(5,153
|
)
|
|
|
|
|
(1,488
|
)
|
|
Depreciation and amortization
|
|
|
|
|
20,812
|
|
|
|
|
|
19,850
|
|
|
|
|
|
78,868
|
|
|
|
|
|
85,094
|
|
|
Net income allocable to noncontrolling interests — common units
|
|
|
|
|
2,483
|
|
|
|
|
|
2,951
|
|
|
|
|
|
11,594
|
|
|
|
|
|
19,730
|
|
|
Net income allocable to restricted stock unit holders
|
|
|
|
|
33
|
|
|
|
|
|
47
|
|
|
|
|
|
152
|
|
|
|
|
|
325
|
|
|
FFO allocable to common and dilutive shares
|
|
|
|
$
|
31,703
|
|
|
|
|
$
|
32,703
|
|
|
|
|
$
|
124,420
|
|
|
|
|
$
|
163,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
|
|
24,635
|
|
|
|
|
|
24,393
|
|
|
|
|
|
24,546
|
|
|
|
|
|
21,998
|
|
|
Weighted average common OP units outstanding
|
|
|
|
|
7,305
|
|
|
|
|
|
7,305
|
|
|
|
|
|
7,305
|
|
|
|
|
|
7,305
|
|
|
Weighted average restricted stock units outstanding
|
|
|
|
|
87
|
|
|
|
|
|
120
|
|
|
|
|
|
96
|
|
|
|
|
|
131
|
|
|
Weighted average common share equivalents outstanding
|
|
|
|
|
106
|
|
|
|
|
|
157
|
|
|
|
|
|
141
|
|
|
|
|
|
130
|
|
|
Total common and dilutive shares
|
|
|
|
|
32,133
|
|
|
|
|
|
31,975
|
|
|
|
|
|
32,088
|
|
|
|
|
|
29,564
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO per common and dilutive share
|
|
|
|
$
|
0.99
|
|
|
|
|
$
|
1.02
|
|
|
|
|
$
|
3.88
|
|
|
|
|
$
|
5.52
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Computation of Funds Available for
Distribution ("FAD”) (2):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FFO allocable to common and dilutive shares
|
|
|
|
$
|
31,703
|
|
|
|
|
$
|
32,703
|
|
|
|
|
$
|
124,420
|
|
|
|
|
$
|
163,074
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustments:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recurring capital improvements
|
|
|
|
|
(2,787
|
)
|
|
|
|
|
(2,705
|
)
|
|
|
|
|
(8,536
|
)
|
|
|
|
|
(6,853
|
)
|
|
Tenant improvements
|
|
|
|
|
(5,823
|
)
|
|
|
|
|
(5,408
|
)
|
|
|
|
|
(16,197
|
)
|
|
|
|
|
(16,613
|
)
|
|
Lease commissions
|
|
|
|
|
(1,557
|
)
|
|
|
|
|
(1,179
|
)
|
|
|
|
|
(4,761
|
)
|
|
|
|
|
(4,879
|
)
|
|
Straight-line rent
|
|
|
|
|
(194
|
)
|
|
|
|
|
356
|
|
|
|
|
|
(912
|
)
|
|
|
|
|
37
|
|
|
Stock compensation expense
|
|
|
|
|
465
|
|
|
|
|
|
575
|
|
|
|
|
|
2,117
|
|
|
|
|
|
2,899
|
|
|
In-place lease adjustment
|
|
|
|
|
238
|
|
|
|
|
|
(38
|
)
|
|
|
|
|
571
|
|
|
|
|
|
(252
|
)
|
|
Tenant improvement reimbursements, net of lease incentives
|
|
|
|
|
(213
|
)
|
|
|
|
|
(32
|
)
|
|
|
|
|
(603
|
)
|
|
|
|
|
(326
|
)
|
|
Non-cash distributions related to the redemption of preferred equity
|
|
|
|
|
1,630
|
|
|
|
|
|
—
|
|
|
|
|
|
4,066
|
|
|
|
|
|
—
|
|
|
Gain on repurchase of preferred equity, net of issuance costs
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
—
|
|
|
|
|
|
(35,639
|
)
|
|
FAD
|
|
|
|
$
|
23,462
|
|
|
|
|
$
|
24,272
|
|
|
|
|
$
|
100,165
|
|
|
|
|
$
|
101,448
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distributions to common and dilutive shares
|
|
|
|
$
|
14,103
|
|
|
|
|
$
|
13,997
|
|
|
|
|
$
|
56,262
|
|
|
|
|
$
|
52,570
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Distribution payout ratio
|
|
|
|
|
60.1
|
%
|
|
|
|
|
57.7
|
%
|
|
|
|
|
56.2
|
%
|
|
|
|
|
51.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
|
Funds From Operations ("FFO”) is computed in accordance with the
White Paper on FFO approved by the Board of Governors of the
National Association of Real Estate Investment Trusts ("NAREIT”).
The White Paper defines FFO as net income, computed in accordance
with GAAP, before depreciation, amortization, gains or losses on
asset dispositions and nonrecurring items. FFO should be analyzed in
conjunction with net income. However, FFO should not be viewed as a
substitute for net income as a measure of operating performance or
liquidity as it does not reflect depreciation and amortization costs
or the level of capital expenditure and leasing costs necessary to
maintain the operating performance of the Company’s properties,
which are significant economic costs and could materially impact the
Company’s results from operations. Other REITs may use different
methods for calculating FFO and, accordingly, the Company’s FFO may
not be comparable to other real estate companies.
|
|
|
|
(2)
|
|
|
Funds Available for Distribution ("FAD”) is computed by adjusting
consolidated FFO for recurring capital improvements, which the
Company defines as those costs incurred to maintain the assets’
value, tenant improvements, lease commissions, straight-line rent,
stock compensation expense, impairment charges, amortization of
lease incentives and tenant improvement reimbursements, in-place
lease adjustment and the effect of redemption/repurchase of
preferred equity. Like FFO, the Company considers FAD to be a useful
measure for investors to evaluate the operations and cash flows of a
REIT. FAD does not represent net income or cash flow from operations
as defined by GAAP.
|
