PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

PS BUSINESS PARKS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)



	September 30,		December 31,		September 30,		December 31,
	2017		2016		2018		2017
	(Unaudited)				(Unaudited)
ASSETS

Cash and cash equivalents	$	132,658	$	128,629	$	8,687	$	114,882

Real estate facilities, at cost
Land		789,227		789,227		816,656		769,036
Buildings and improvements		2,254,663		2,224,522		2,366,032		2,156,862
		3,043,890		3,013,749		3,182,688		2,925,898
Accumulated depreciation		(1,219,314)		(1,158,054)		(1,219,249)		(1,161,798)
		1,824,576		1,855,695		1,963,439		1,764,100
Property held for disposition, net		—		909
Properties held for sale, net						9,682		49,259
Land and building held for development		29,252		27,028		30,182		29,665
		1,853,828		1,883,632		2,003,303		1,843,024
Investment in and advances to unconsolidated joint venture		96,593		67,190		—		100,898
Rent receivable, net		2,203		1,945		2,092		1,876
Deferred rent receivable, net		31,670		29,770		32,903		32,062
Other assets		8,779		8,205		16,392		7,417

Total assets	$	2,125,731	$	2,119,371	$	2,063,377	$	2,100,159

LIABILITIES AND EQUITY

Accrued and other liabilities	$	82,618	$	78,657	$	85,978	$	80,223
Preferred stock called for redemption		220,000		230,000		—		130,000
Total liabilities		302,618		308,657		85,978		210,223
Commitments and contingencies
Equity:
Equity
PS Business Parks, Inc.’s shareholders’ equity
Preferred stock, $0.01 par value, 50,000,000 shares authorized,
35,590 and 35,190 shares issued and outstanding at
September 30, 2017 and December 31, 2016, respectively		889,750		879,750
38,390 shares issued and outstanding at
September 30, 2018 and December 31, 2017						959,750		959,750
Common stock, $0.01 par value, 100,000,000 shares authorized,
27,251,037 and 27,138,138 shares issued and outstanding at
September 30, 2017 and December 31, 2016, respectively		272		271
27,346,562 and 27,254,607 shares issued and outstanding at
September 30, 2018 and December 31, 2017, respectively						273		272
Paid-in capital		735,714		733,671		734,341		735,067
Accumulated earnings (deficit)		60		(433)		66,107		(1,778)
Total PS Business Parks, Inc.’s shareholders’ equity		1,625,796		1,613,259		1,760,471		1,693,311
Noncontrolling interests		197,317		197,455		216,928		196,625
Total equity		1,823,113		1,810,714		1,977,399		1,889,936
Total liabilities and equity	$	2,125,731	$	2,119,371	$	2,063,377	$	2,100,159



	For The Three Months				For The Nine Months				For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017

Rental income	$	100,481	$	97,340	$	300,342	$	289,272	$	103,808	$	100,481	$	309,391	$	300,342

Expenses
Cost of operations		31,679		30,796		92,962		92,440		31,654		31,679		95,910		92,962
Depreciation and amortization		23,759		24,631		70,465		74,886		25,207		23,759		73,505		70,465
General and administrative		1,745		2,970		7,019		11,982		2,425		1,745		7,099		7,019
Total operating expenses		57,183		58,397		170,446		179,308		59,286		57,183		176,514		170,446

Operating income		43,298		38,943		129,896		109,964		44,522		43,298		132,877		129,896
Interest and other income		212		206		599		940		488		212		1,066		599
Interest and other expense		(503)		(155)		(972)		(5,507)		(167)		(503)		(499)		(972)
Equity in loss of unconsolidated joint venture		(376)		—		(758)		—		—		(376)		—		(758)
Gain on sale of real estate facility		—		—		1,209		—
Gain on sale of real estate facilities										—		—		85,283		1,209
Gain on sale of development rights		—		—		3,865		—		—		—		—		3,865
Net income		42,631		38,994		133,839		105,397		44,843		42,631		218,727		133,839
Allocation to noncontrolling interests		(4,866)		(5,315)		(18,610)		(13,495)		(6,514)		(4,866)		(36,814)		(18,610)
Net income allocable to PS Business Parks, Inc.		37,765		33,679		115,229		91,902		38,329		37,765		181,913		115,229
Allocation to preferred shareholders based upon
Distributions		(12,590)		(13,833)		(38,472)		(41,498)		(12,959)		(12,590)		(38,921)		(38,472)
Redemptions (Note 9)		(6,900)		—		(6,900)		—
Redemption										—		(6,900)		—		(6,900)
Allocation to restricted stock unit holders		(137)		(128)		(582)		(387)		(239)		(137)		(1,592)		(582)
Net income allocable to common shareholders	$	18,138	$	19,718	$	69,275	$	50,017	$	25,131	$	18,138	$	141,400	$	69,275

Net income per common share
Basic	$	0.67	$	0.73	$	2.55	$	1.85	$	0.92	$	0.67	$	5.18	$	2.55
Diluted	$	0.66	$	0.72	$	2.53	$	1.84	$	0.92	$	0.66	$	5.16	$	2.53

Weighted average common shares outstanding
Basic		27,226		27,103		27,192		27,076		27,339		27,226		27,310		27,192
Diluted		27,427		27,201		27,399		27,166		27,442		27,427		27,412		27,399

Dividends declared per common share	$	0.85	$	0.75	$	2.55	$	2.25	$	1.05	$	0.85	$	2.75	$	2.55

See accompanying notes.

Table of Contents

PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENT OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, ~~2017~~2018

(In thousands, except share data)

(Unaudited)



											Total PS																Total PS
											Business Parks,														Accumulated		Business Parks,
	Preferred Stock			Common Stock			Paid-in		Accumulated		Inc.’s Shareholders’		Noncontrolling		Total		Preferred Stock			Common Stock			Paid-in		Earnings		Inc.’s Shareholders’		Noncontrolling		Total
	Shares	Amount		Shares	Amount		Capital		Earnings (Deficit)		Equity		Interests		Equity		Shares	Amount		Shares	Amount		Capital		(Deficit)		Equity		Interests		Equity
Balances at December 31, 2016	35,190	$	879,750	27,138,138	$	271	$	733,671	$	(433)	$	1,613,259	$	197,455	$	1,810,714
Issuance of preferred stock, net of
issuance costs	9,200		230,000	—		—		(7,775)		—		222,225		—		222,225
Redemption of preferred stock,
net of issuance costs	(8,800)		(220,000)	—		—		6,900		(6,900)		(220,000)		—		(220,000)
Balances at December 31, 2017																	38,390	$	959,750	27,254,607	$	272	$	735,067	$	(1,778)	$	1,693,311	$	196,625	$	1,889,936
Issuance of common stock in
connection with stock-based
compensation	—		—	112,899		1		3,991		—		3,992		—		3,992	—		—	91,955		1		1,678		—		1,679		—		1,679
Stock compensation, net	—		—	—		—		2,673		—		2,673		—		2,673	—		—	—		—		2,098		—		2,098		—		2,098
Cash paid for taxes in lieu of
shares upon vesting of
restricted stock units	—		—	—		—		(3,865)		—		(3,865)		—		(3,865)	—		—	—		—		(4,955)		—		(4,955)		—		(4,955)
Consolidation of joint venture (see Note 3)																	—		—	—		—		—		—		—		4,032		4,032
Net income	—		—	—		—		—		115,229		115,229		18,610		133,839	—		—	—		—		—		181,913		181,913		36,814		218,727
Distributions
Preferred stock	—		—	—		—		—		(38,472)		(38,472)		—		(38,472)	—		—	—		—		—		(38,921)		(38,921)		—		(38,921)
Common stock	—		—	—		—		—		(69,364)		(69,364)		—		(69,364)	—		—	—		—		—		(75,107)		(75,107)		—		(75,107)
Noncontrolling interests	—		—	—		—		—		—		—		(18,629)		(18,629)
Adjustment to noncontrolling interests
in the OP	—		—	—		—		119		—		119		(119)		—
Balances at September 30, 2017	35,590	$	889,750	27,251,037	$	272	$	735,714	$	60	$	1,625,796	$	197,317	$	1,823,113
Noncontrolling interests—
common units																	—		—	—		—		—		—		—		(20,090)		(20,090)
Adjustment to noncontrolling interests—
common units in the OP																	—		—	—		—		453		—		453		(453)		—
Balances at September 30, 2018																	38,390	$	959,750	27,346,562	$	273	$	734,341	$	66,107	$	1,760,471	$	216,928	$	1,977,399

See accompanying notes.

Table of Contents

PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)



	For The Nine Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2017		2016		2018		2017
Cash flows from operating activities
Net income	$	133,839	$	105,397	$	218,727	$	133,839
Adjustments to reconcile net income to net cash provided by operating activities
Depreciation and amortization		70,465		74,886
Depreciation and amortization expense						73,505		70,465
Tenant improvement reimbursements, net of lease incentives		(1,654)		(1,253)		(1,690)		(1,654)
Equity in loss of unconsolidated joint venture		758		—		—		758
Gain on sale of real estate facility		(1,209)		—
Gain on sale of development rights		(3,865)		—
Gain on sale of real estate facilities and development rights						(85,283)		(5,074)
Stock compensation		3,255		8,933		2,933		3,255
Amortization of financing costs		338		391		400		338
Other, net		4,125		1,259		(4,823)		4,125
Total adjustments		72,213		84,216		(14,958)		72,213
Net cash provided by operating activities		206,052		189,613		203,769		206,052
Cash flows from investing activities
Capital expenditures to real estate facilities		(38,709)		(24,230)		(25,817)		(38,709)
Capital expenditures to land and building held for development		(2,224)		—		(517)		(1,136)
Investment in and advances to unconsolidated joint venture		(30,161)		(28,800)		—		(30,161)
Acquisition of real estate facilities		—		(12,628)
Acquisition of real estate facility						(142,399)		—
Consolidation of joint venture						1,082		—
Proceeds from sale of real estate facilities		2,144		—		126,836		2,144
Proceeds from sale of development rights		2,400		—		—		2,400
Net cash used in investing activities		(66,550)		(65,658)		(40,815)		(65,462)
Cash flows from financing activities
Borrowings on credit facility		170,000		116,000		50,000		170,000
Repayment of borrowings on credit facility		(170,000)		(56,000)		(50,000)		(170,000)
Repayment of mortgage note payable		—		(250,000)
Payment of financing costs		(778)		—		(227)		(778)
Proceeds from the exercise of stock options		3,992		2,956		1,679		3,992
Net proceeds from the issuance of preferred stock		222,225		—		—		222,225
Redemption of preferred stock		(230,000)		—		(130,000)		(230,000)
Cash paid for taxes in lieu of shares upon vesting of restricted stock units		(3,865)		(1,940)		(4,955)		(3,865)
Cash paid to restricted stock unit holders		(582)		—		(835)		(582)
Distributions paid to preferred shareholders		(38,472)		(41,498)		(39,614)		(38,472)
Distributions paid to common shareholders		(69,364)		(60,932)		(75,107)		(69,364)
Distributions paid to noncontrolling interests		(18,629)		(16,437)
Distributions paid to noncontrolling interests—common units						(20,090)		(18,629)
Net cash used in financing activities		(135,473)		(307,851)		(269,149)		(135,473)
Net increase (decrease) in cash and cash equivalents		4,029		(183,896)
Cash and cash equivalents at the beginning of the period		128,629		188,912
Cash and cash equivalents at the end of the period	$	132,658	$	5,016

Supplemental schedule of non-cash investing and financing activities
Adjustment to noncontrolling interests in OP
Noncontrolling interests	$	(119)	$	1,613
Paid-in capital	$	119	$	(1,613)
Preferred Redemption Allocation
Paid-in capital	$	6,900	$	—
Accumulated earnings (deficit)	$	(6,900)	$	—
Preferred stock called for redemption
Preferred stock called for redemption and reclassified to liabilities	$	220,000	$	—
Preferred stock called for redemption and reclassified from equity	$	(220,000)	$	—
Net (decrease) increase in cash and cash equivalents						(106,195)		5,117
Cash, cash equivalents and restricted cash at the beginning of the period						115,970		128,629
Cash, cash equivalents and restricted cash at the end of the period					$	9,775	$	133,746

PS, the sole limited partner in the OP, has no power to direct the activities of the OP. We are the primary beneficiary of the OP. Accordingly, we consider the OP a VIE and consolidate it. Substantially all of our assets and liabilities are held by the OP.

~~The PS OP Interest represents~~Noncontrolling interests represent (i) PS’s noncontrolling interest in the OP through its ownership of 7,305,355 common partnership ~~units.~~units and (ii) a third-party 5.0% interest in a joint venture owning a 395-unit multifamily apartment complex. See ~~note~~Note 7 for further ~~information.~~ information on noncontrolling interests.

The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. Actual results could differ from these estimates.

The Company monitors the collectability of its receivable balances including the deferred rent receivable on an ongoing basis. ~~Tenant~~Customer receivables are net of an allowance for estimated uncollectible accounts totaling $400,000 at September 30, ~~2017~~2018 and December 31, ~~2016.~~2017. Deferred rent receivable is net of an allowance for uncollectible accounts totaling ~~$910,000~~$878,000 and ~~$916,000~~$867,000 at September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively.

The methods and assumptions used to estimate the fair value of financial instruments are described below. The Company has estimated the fair value of financial instruments using available market information and appropriate valuation methodologies. Considerable judgment is required in interpreting market data to develop estimates of market value. Accordingly, estimated fair values are not necessarily indicative of the amounts that could be realized in current market exchanges. The Company determines the estimated fair value of financial assets and liabilities utilizing a hierarchy of valuation techniques based on whether the inputs to a fair value measurement are considered to be observable or unobservable in a marketplace. Observable inputs reflect market data obtained from independent sources, while unobservable inputs reflect market assumptions. This hierarchy requires the use of observable market data when available. The following is the fair value hierarchy:

Financial assets that are exposed to credit risk consist primarily of cash ~~and cash~~ equivalents and receivables. The Company considers all highly liquid investments with a remaining maturity of three months or less at the date of purchase to be cash equivalents. Cash and cash equivalents, which consist primarily of money market investments, are only invested in entities with an investment grade rating. Receivables are comprised of balances due from ~~a large number of~~various customers. Balances that the Company expects to become uncollectible are reserved for or written off. Due to the short period to maturity of the Company’s cash and cash equivalents, accounts receivable, other assets and accrued and other liabilities, the carrying values as presented on the consolidated balance sheets are reasonable estimates of fair value.

The following table provides a reconciliation of cash, cash equivalents and restricted cash per the consolidated statements of cash flow to the corresponding financial statement line items in the consolidated balance sheets as of September 30, 2018 and 2017 (in thousands):

During 2017, in conjunction with seeking entitlements to develop our multifamily projects in Tysons, Virginia, we contributed $1.1 million into an escrow account for the future development of an athletic field.

Carrying values of the Company’s unsecured Credit Facility (as defined ~~on page 15)~~below) approximate fair value. The characteristics of these financial instruments, market data and other comparative metrics utilized in determining these fair values are “Level 2” inputs.

Real estate facilities are recorded at cost. Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. ~~Costs~~Direct costs related to the renovation or improvement of the properties are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Expenditures that are expected to benefit a period greater than two years ~~and exceed $2,000~~ are capitalized and depreciated over their estimated useful life. Buildings and improvements are depreciated using the straight-line method over their estimated useful lives, which generally range from five to 30 years. Transaction costs, which include tenant improvements and lease commissions, ~~of $1,000 or more~~ for leases with terms greater than one year are capitalized and depreciated over their estimated useful lives. ~~Transaction costs less than $1,000 or for leases of one year or less are expensed as incurred.~~

Real estate is classified as held for ~~disposition~~sale when the asset is being marketed for sale and we expect that a sale is likely to occur in the next 12 months. Real estate is classified as held for development when it is no longer used in its original form and likely that it will be developed to an alternate ~~use and no longer used in its present form.~~use. Property held for development or ~~disposition~~sale is not depreciated.

When we acquire real estate facilities, an intangible asset is recorded as other assets for leases where the in-place rent is higher than market rents, and an intangible liability is recorded as other liabilities where the market rents are higher than the in-place rents. The amounts recorded are based upon the present value (using a discount rate which reflects the risks associated with the leases acquired) of such differences over the lease term and such amounts are amortized to rental income over the respective remaining lease term. As of September 30, 2018, the value of above-market in-place rents resulted in net intangible assets of $1.9 million, net of $9.8 million of accumulated amortization and the value of below-market in-place rents resulted in net intangible liabilities of $1.9 million, net of $10.7 million of accumulated amortization. As of December 31, 2017, the value of above-market in-place rents resulted in net intangible assets of $731,000, net of $9.5 million of accumulated amortization and the value of below-market in-place rents resulted in net intangible liabilities of $383,000, net of $10.4 million of accumulated amortization.

~~We have no material~~Additionally, when we acquire real estate facilities, the value of in-place leases (i.e. customer origination costs) is recorded as other assets and is amortized to depreciation and amortization expense over the respective remaining lease term. As of September 30, 2018, the value of acquired in-place leases resulted in net intangible assets ~~or liabilities for any periods presented.~~of $5.6 million,

net of $1.7 million of accumulated amortization. As of December 31, 2017, we had no in-place lease values on our consolidated balance sheet.

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 carrying value of the asset is not recoverable from estimated 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 investment in our unconsolidated joint venture 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.

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

~~All share-based~~Share-based payments to employees, including grants of employee stock options, are recognized as stock compensation in the Company’s consolidated statements of income based on their grant date fair values, except for performance-based grants, which are accounted for based on their fair values at the beginning of the service period. See Note 11.

Accrued and other liabilities consist primarily of rents prepaid by our ~~tenants,~~customers, trade payables, property tax accruals, accrued payroll and contingent loss accruals when probable and estimable. We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure. Other assets are comprised primarily of prepaid expenses. We believe the fair value of our accrued and other liabilities and other assets approximate book value, due to the short period until settlement.

~~Revenue is recognized with respect~~We recognize the aggregate rent to ~~contractual arrangements when persuasive evidence~~be collected (including the impact of ~~an arrangement exists;~~escalators and concessions) under leases ratably throughout the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. All leases are classified as operating leases. Rental income is recognizednon-cancellable lease term on a ~~straight-line~~“Straight-Line” basis, ~~over~~commencing when the customer takes control of the leased space. Cumulative Straight-Line rent recognized in excess of amounts billed per the lease ~~term, with the excess of cumulative rental income recognized over the cumulative rent billed for the lease term reflected~~terms is presented as “deferred rent receivable” on our consolidated balance sheets. Reimbursements from ~~tenants~~customers for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. Property management fees are recognized in the period ~~earned.~~earned as other income.

Costs incurred in acquiring ~~tenants~~customers (primarily tenant improvements and lease commissions) are capitalized and amortized over the lease ~~period.~~period for leases with terms greater than one year.

~~The Company recognizes gains from~~Sales of real estate facilities are not part of our ordinary activities, and as a result, we consider such sales as contracts with non-customers. We recognize sales of real estate ~~facilities at~~when we have collected payment and the ~~time~~attributes of ~~sale using~~ownership such as possession and control of the ~~full accrual method, provided that various criteria related~~asset have been transferred to the ~~terms~~buyer. If a contract for sale includes obligations to provide goods or services to the buyer, an allocated portion of the ~~transactions and any subsequent involvement by~~contract price is recognized as revenue as the ~~Company with~~related goods or services are transferred to the properties sold are met. If the criteria are not met, the Company defers the gains and recognizes them when the criteria are met or uses the installment or cost recovery methods as appropriate under the circumstances.buyer.

General and administrative expenses include executive and other compensation, corporate office expenses, professional fees, ~~acquisition transaction costs,~~ state income taxes and other such costs that are not directly related to the operation of our real estate facilities.

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%~~substantially all of our ~~REIT~~“REIT taxable ~~income~~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~~“REIT taxable income.”

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 September 30, 2018 and December 31, 2017, we did not recognize any tax ~~benefits~~benefit for uncertain tax positions.

We record issuance costs as a reduction to paid-in capital on our consolidated balance sheets at the time the preferred securities are issued and reflect the carrying value of the preferred equity at its redemption value. An additional allocation of income is made from the common shareholders to the preferred shareholders in the amount of

the original issuance costs, and we reclassify the redemption value from equity to liabilities when we call preferred shares for redemption.

Notwithstanding the presentation of income allocations on our consolidated statements of income, net income is allocated to (a) preferred shareholders, for distributions paid or payable, (b) preferred shareholders, to the extent redemption value exceeds the related carrying value (a “Preferred Redemption Allocation”) and (c) restricted ~~share~~stock unit (“RSU”) holders, for non-forfeitable dividends paid adjusted for participation rights in undistributed earnings. The remaining net income is allocated to the common partnership units and our common shareholders, respectively, based upon the pro-rata aggregate number of units and shares outstanding.

Basic and diluted net income per common share are each calculated based upon net income allocable to common shareholders, 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 compensation awards outstanding (Note 11). using the treasury stock method.

The following tables set forth the calculation of the components of our basic and diluted income per share that are not reflected on the face of our consolidated statements of income, including the allocation of income to common shareholders and common partnership units, the percentage of weighted average shares and common partnership units, as well as basic and diluted weighted average shares (in thousands):



	For The Three Months				For The Nine Months				For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
Calculation of net income allocable to common shareholders	Calculation of net income allocable to common shareholders								Calculation of net income allocable to common shareholders
Net income	$	42,631	$	38,994	$	133,839	$	105,397	$	44,843	$	42,631	$	218,727	$	133,839
Less net income allocated to
Net (income) loss allocated to
Preferred shareholders based upon distributions		(12,590)		(13,833)		(38,472)		(41,498)		(12,959)		(12,590)		(38,921)		(38,472)
Preferred shareholders based upon redemptions		(6,900)		—		(6,900)		—		—		(6,900)		—		(6,900)
Noncontrolling interests—joint venture										189		—		1,008		—
Restricted stock unit holders		(137)		(128)		(582)		(387)		(239)		(137)		(1,592)		(582)
Net income allocable to common shareholders
and noncontrolling interests		23,004		25,033		87,885		63,512
Net income allocation to noncontrolling interests		(4,866)		(5,315)		(18,610)		(13,495)
and noncontrolling interests—common units										31,834		23,004		179,222		87,885
Net income allocation to noncontrolling interests—
common units										(6,703)		(4,866)		(37,822)		(18,610)
Net income allocable to common shareholders	$	18,138	$	19,718	$	69,275	$	50,017	$	25,131	$	18,138	$	141,400	$	69,275

Calculation of common partnership units as a percentage of common share equivalents	Calculation of common partnership units as a percentage of common share equivalents								Calculation of common partnership units as a percentage of common share equivalents
Weighted average common shares outstanding		27,226		27,103		27,192		27,076		27,339		27,226		27,310		27,192
Weighted average common partnership units outstanding		7,305		7,305		7,305		7,305		7,305		7,305		7,305		7,305
Total common share equivalents		34,531		34,408		34,497		34,381		34,644		34,531		34,615		34,497
Common partnership units as a percent of common
Common partnership units as a percentage of common
share equivalents		21.2%		21.2%		21.2%		21.2%		21.1%		21.2%		21.1%		21.2%

Weighted average common shares outstanding
Basic weighted average common shares outstanding		27,226		27,103		27,192		27,076		27,339		27,226		27,310		27,192
Net effect of dilutive stock compensation—based on
treasury stock method using average market price		201		98		207		90		103		201		102		207
Diluted weighted average common shares outstanding		27,427		27,201		27,399		27,166		27,442		27,427		27,412		27,399

~~The Company views its operations~~We have two operating segments: (i) the acquisition, development, ownership and management of commercial real estate and (ii) the acquisition, development, ownership and management of multifamily real estate, but have one reportable segment as ~~one~~the multifamily segment does not meet the quantitative thresholds necessary to require reporting as a separate segment.

Certain reclassifications have been made to the consolidated financial statements for 2016 and in order to conform to the 2017 presentation, including reclassifying management fee income totaling $130,000 and $389,000 for the three and nine months ended September 30, 2016 into “interest and other income” on our consolidated statements of income.

In May 2014 and February 2016, the Financial Accounting Standards Board (“FASB”) issued two Accounting Standards Updates (“ASU”s), ASU 2014-09, Revenue from Contracts with Customers (the “Revenue Standard”), and ASU 2016-02, Leases (the “Lease Standard”). These standards apply to substantially all of our revenue generating activities, as well as provide a model to account for the disposition of real estate facilities to non-customers, which is governed under ASU ~~2017-05.~~2017-05, Clarifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets.

The Lease Standard will direct how we account for payments from the elements of our leases that are generally fixed and determinable at the inception of the lease (“Fixed Lease Payments”) while the Revenue Standard will direct how we account for the non-lease components of our lease contracts, primarily expense reimbursements (“Non-Lease Payments”). The adoption of the Revenue Standard and ~~the~~its impact on our accounting for the disposition of real estate ~~facilities.~~facilities is described below.

The Lease Standard requires us to identify Fixed Lease Payments and Non-Lease Payments of a lease agreement and will govern the recognition of revenue for the Fixed Lease Payments. Revenue related to Non-Lease Payments under our lease arrangements will be subject to the Revenue Standard is effective upon adoption of the Lease Standard.

We will implement the Lease Standard on its effective date of January 1, ~~2018, and generally requires~~2019 using the required modified retrospective transition approach (with certain transition relief that ~~revenue from Non-Lease Payments be based upon~~is available to us). The modified retrospective approach will require us to first record an adjustment to the consideration expected from our tenants, and be recognized under various methods depending upon the nature of the underlying expense and the contractual reimbursement arrangement. The standard permits either the retrospective (restatement) method or cumulative effects transition method and allowed for early adoption on January 1, 2017 ~~which we did not elect. We expect to use the cumulative effects transition method, which will result in an adjustment to our retained~~balance of accumulated earnings ~~effective January 1, 2018~~(deficit) for the cumulative impact of the ~~standard~~Lease Standard on all leases existing at January 1, 2017. Then, we will have to restate the financial statements for the years ended December 31, 2017 and 2018 for the Lease Standard impact on all leases that were in force at any time during those periods. In July, 2018, the FASB issued an amendment to the transition method that allows adoption on January 1, 2019 with a cumulative effect adjustment as of ~~December 31, 2017.~~January 1, 2019, with no restatement of prior periods. We ~~do not~~ expect to adopt this standard to have a material impact on our accounting for our facility management fees for property management services provided to PS or the disposition of real estate facilities as our accounting policy is consistent with the provisions of the standard. Rental income from leasing arrangements is a substantial portion of our revenues and is specifically excluded from the Revenue Standard and will be governed by the Lease Standard. In conjunction with thetransition method upon adoption of the Lease Standard ~~we are currently evaluating the impact of the standard as it relates to Non-Lease Payments.~~

We recognized revenue from our lease arrangements aggregating $103.8 million and $309.4 million for the three and nine months ended September 30, 2018, respectively. The ~~standard provides definitional guidance~~revenue consisted primarily of ~~what constitutes a lease, requiring lessees to recognize most leases on~~rental income and expense reimbursements of $80.9 million and $22.9 million, respectively, for the ~~balance sheet~~three-month period and ~~making certain changes to lessor accounting. For leases in which we are~~$240.3 million and $69.1 million, respectively, for the ~~lessor,~~nine-month period.

Under the current accounting standards, we are required to account for Fixed Lease Payments on a straight-line basis, with the expected fixed payments recognized ratably over the term of the lease. Payments for expense reimbursements received under these lease arrangements related to our customer’s pro rata share of real estate taxes, insurance, utilities, repairs and maintenance, common area expense and other operating expenses are considered Fixed Lease Payments. We recognize these reimbursements as revenue when the related contractually recoverable operating expenses are incurred.

Under the Lease Standard, the total consideration in each lease agreement will be allocated to the Fixed Lease Payment and Non-Lease Payments based on their relative standalone selling prices. Lessors will continue to recognize the Fixed Lease Payments on a straight-line basis, which is consistent with existing guidance for operating leases. The ~~standard~~issued amendment to the Lease Standard noted above also ~~requires~~allows lessors to elect, as a practical expedient, not to allocate the total consideration to Fixed Lease Payments and Non-Lease Payments based on their relative standalone selling prices. This practical expedient allows lessors to elect a combined single component presentation if (i) the timing and pattern of the revenue recognition for the Fixed Lease Payments and Non-Lease Payments are the same, and (ii) the combined single component of the lease would continue to be classified as an operating lease.

We do not expect that the Lease Standard will impact our accounting for Fixed Lease Payments, because our accounting policy is currently consistent with the provisions of the standard. Upon adoption of the Lease Standard, we expect to adopt the practical expedient, specifically related to payments for expense reimbursements that qualify as Non-Lease Payments to be presented under a single lease component presentation, which would otherwise be accounted for under the Revenue Standard. We believe the two conditions have been met for Non-Lease Payments as (i) the timing and pattern of transfer of the Fixed Lease Payments and Non-Lease Payments are the same, and (ii) the combined single component of the lease would be classified as an operating lease.

The Lease Standard also provides updated guidance on the requirements for the capitalization of ~~only~~ the incremental costs incurred in executing ~~each particular lease,~~leases, such as legal fees ~~to draft a lease or commissions based upon a particular lease. Costs~~and commissions. Under the Lease Standard, any costs that would have been incurred regardless of successful lease execution, such as allocated costs of internal personnel, are to be expensed and may not be capitalized. As we do not currently capitalize any such costs, we do not expect this component of the Lease Standard to have a material effect to our consolidated financial statements.

Under the Lease Standard, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle whether the lease is effectively a finance purchase of the lease asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or a straight-line basis over the term of the lease. For most leases with a term of greater than 12 months, in which we are the lessee, the present value of future lease payments will be recognized on our balance sheet as a right-of-use asset and related labiality. As of September 30, 2017, the remaining contractual payments under our ground lease agreements aggregated $282,000. The standard requires a modified retrospective transition approach for all leases existing at or entered into after the beginning of the earliest comparative period presented in the financial statements on the date of initial application and allowed early adoption, which we did not elect.liability. We do not expect a material impact on our consolidated financial statement from the initial recognition of each lease liability upon the adoption and the pattern of recognition subsequent to adoption.

In May, 2014, the FASB issued the Revenue Standard on recognition of revenue arising from contracts with customers, as well as the accounting for the disposition of real estate facilities, and subsequently, issued additional guidance that further clarified the standard. Rental income from leasing arrangements is a substantial portion of our revenues and is specifically excluded from the Revenue Standard and will be governed by the Lease Standard (discussed above).

The core principle underlying this guidance is that entities will recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for such exchange.

The Revenue Standards permit either the full retrospective or modified retrospective transition method. We adopted the Revenue Standards effective January 1, 2018 utilizing the modified retrospective transition method applied to contracts not completed as of January 1, 2018 and the adoption did not result in a material impact to our ~~accounting for Fixed Lease Payments, because our accounting policy is currently consistent with~~consolidated financial statements.

Revenue within the ~~provisions~~scope of the ~~standard. We are currently evaluating~~Revenue Standard

Under the ~~impact~~Revenue Standard, which includes guidance on recognition of gains and losses arising from the derecognition of nonfinancial assets in a transaction with non-customers, the derecognition model is based on the transfer of control of nonfinancial assets or in substance nonfinancial assets that do not meet the definition of a business. Generally, our sales of real estate facilities would be considered a sale of a nonfinancial asset to non-customers. If we determine we do not have a controlling financial interest in the entity that holds the asset and the arrangement meets the criteria to be accounted for as a contract, we would derecognize the asset and recognize a gain or loss on the sale of the ~~standard as it relates to~~real estate facilities accounted under the ~~capitalization of costs associated with executed leases.~~revenue recognition principles under the Revenue Standard.

~~In August, 2016, the FASB issued ASU 2016-15,~~ ~~Classification of Certain Cash Receipts and Cash Payments~~, which provides guidance on the classification of certain specific cash receipts and cash payments in the statement of cash flows, including, but not limited to, cash distributions received from equity method investees, including unconsolidated joint ventures. The new standard is effective for periods beginning after December 15, 2017, with early adoption permitted and shall be applied retrospectively where practicable. The Company is currently in the process of evaluating the impact of adoption of the ~~new~~Revenue Standard had no material impact on recognition of $85.3 million in gain on sale of real estate facilities during the nine months September 30, 2018.

Other recently issued accounting ~~guidance on its consolidated financial statements.~~standards

In November, 2016, the FASB issued ASU 2016-18,Statement of Cash Flows (Topic 230) – Restricted Cash, which requires the statements of cash flows to explain the change during the period in the total cash, cash equivalents, restricted cash and restricted cash equivalents. TheThe new guidance also requires entities to reconcile such total to amounts on the balance sheets and disclose the nature of the restrictions. The ~~guidance~~standard is effective ~~for public entities for fiscal years beginning after December 15, 2017 and for interim periods therein,~~on January 1, 2018, with early adoption ~~permitted.~~ ~~The guidance must be adopted using a modified retrospective approach.~~ ~~The Company does not expect~~permitted and requires the ~~adoption of this standard to have a material impact on its consolidated financial statements.~~

~~In January, 2017, the FASB issued ASU 2017-01,~~ ~~Business Combinations (Topic 805) - Clarifying the Definition of a Business. Under the new guidance, a set of transferred assets and activities is not a business when substantially all~~use of the fair value of the gross assets acquired is concentrated in a single identifiable asset or group of similar identifiable assets, which we believe will apply to substantially all of our future acquisitions of real estate facilities. Previously, such acquisitions were considered the acquisition of a business, and transaction costs of such acquisitions were expensed as incurred. Under the new guidance, transaction costs will instead be capitalized as part of the purchase price. This standard is effective for fiscal years beginning after December 15, 2017.retrospective transition method. We early adopted the ~~standard on January 1, 2017; however,~~new guidance during the ~~adoption had no effect because we have not acquired any facilities since January 1, 2017.~~fourth quarter of 2017 and, accordingly, net cash used in investing activities decreased by $1.1 million for the nine months ended September 30, 2017, in the previous presentation, as compared to the current presentation.

The activity in real estate facilities for the nine months ended September 30, ~~2017~~2018 is as follows (in thousands):

The purchase price of acquired properties is allocated to land, buildings and improvements (including tenant improvements, unamortized lease commissions, acquired in-place lease values and ~~tenant~~customer relationships, if any), intangible assets and intangible liabilities (see Note 2), based upon the relative fair value of each component, which are evaluated independently.

We must make significant assumptions in determining the fair value of assets acquired and liabilities assumed, which can affect the recognition and timing of revenue and depreciation and amortization expense. The fair value of land is estimated based upon, among other considerations, comparable sales of land within the same region. The fair value of buildings and improvements, tenant improvements and unamortized lease commissions are based on current market replacement costs and other market information. The amount recorded to acquired in-place leases is determined based on management’s assessment of current market conditions and the estimated lease-up periods for the respective spaces.

On June 8, 2018, we acquired two multi-tenant industrial parks aggregating 1.1 million rentable square feet in Springfield, Virginia, for a net purchase price of $143.8 million. The following table summarizes the assets and liabilities assumed related to the asset acquisition during the nine months ended September 30, 2018 (in thousands):

The following table summarizes the assets acquired and liabilities assumed related to the consolidation of the joint venture, which was accounted for as an asset acquisition, as of January 1, 2018 (see Note 4 below) (in thousands):

On May 1, 2017, the Company disposed of Empire Commerce, a two-building single-story office park comprising 44,000 square feet, located in Dallas, Texas, for net proceeds of $2.1 million, which resulted in a net gain of $1.2 million.

On March 31, 2017, the Company sold development rights it held to build medical office buildings on land adjacent to its Westech Business Park in Silver Spring, Maryland for $6.5 million. ~~The Company had acquired the development rights as part of its 2006 acquisition of the park. The Company has~~We received net proceeds of $3.9 million, of which $1.5 million was received in prior years and $2.4 million was received in March, 2017. The Company recorded a gain of $3.9 million related to the net proceeds received through September 30, 2017, which are non-refundable. The Company ~~will report~~reported an additional gain of $2.5 million when the final proceeds ~~are~~were received in the fourth quarter of 2017 and the remaining contingencies ~~have~~had lapsed.

As of September 30, ~~2017,~~2018, we have commitments, pursuant to executed leases, to spend ~~$12.7~~$10.5 million inon transaction costs, which include tenant improvements and lease commissions.

On March 5, 2018, we sold Corporate Pointe Business Park, a park consisting of five multi-tenant office buildings totaling 161,000 square feet located in Orange County, California, for net proceeds of $41.7 million, which resulted in a gain of $26.8 million.

On April 18, 2018, we sold Orange County Business Center, a park consisting of five multi-tenant office buildings totaling 437,000 square feet located in Orange County, California, for net proceeds of $73.3 million, which resulted in a gain of $50.6 million.

On April 30, 2018, we sold Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net proceeds of $11.8 million, which resulted in a gain of $7.9 million.

Each of these facilities sold during the nine months ended September 30, 2018 were included in “properties held for sale, net” as of December 31, 2017.

As of September 30, 2018, we have 107,000 rentable square feet of office product located in Orange County, California, included in “properties held for sale, net”, which we expect to sell during the fourth quarter of 2018.

In 2013, the Company entered into a joint venture known as Amherst JV LLC ~~(the “Joint Venture”)~~ with an unrelated real estate development company (the “JV Partner”) for the purpose of developing a 395-unit ~~multi-family~~multifamily building on a five-acre site (the “Project”) within the Company’s 628,000 square foot office park located in Tysons, Virginia (known as “The Mile”). We hold a 95.0% interest in the ~~Joint Venture~~joint venture with the remaining 5.0% held by the JV Partner. The JV Partner iswas responsible for the development and construction of the Project, ~~as well as~~and has been and continues to be responsible for the leasing and operational management of the Project. ~~We do~~Prior to January 1, 2018, we did not control the ~~Joint Venture,~~joint venture, when considering, among other factors, that the consent of ~~our~~the JV Partner iswas required for all significant decisions. Accordingly, we ~~account~~previously accounted for our investment using the equity method. On January 1, 2018, we began to consolidate the joint venture due to changes to the joint venture agreement that gave the Company control of the joint venture.

On October 5, 2015, ~~(the “Contribution Date”),~~ the Company contributed the site and improvements to the ~~Joint Venture.~~joint venture. We ~~provide~~also provided the ~~Joint Venture~~joint venture with a construction loan in the amount of $75.0 million bearing interest at the London Interbank Offered Rate (“LIBOR”) plus 2.25%. The loan will mature on April 5, 2019 with two one-year extension options.

The aggregate amount of development costs ~~are estimated to be $105.6~~were $105.4 million (excluding unrealized land appreciation). ~~The Company is committed to funding $75.0 million through the construction loan in addition to its equity contribution of $28.5 million, which includes a land basis of $15.3 million.~~ The Project delivered its first completed units in May, 2017 ~~with final completion date of the overall Project expected~~and was substantially completed during the fourth quarter of 2017.

~~We have~~At December 31, 2017, we reflected the aggregate cost of the contributed site and improvements, our equity contributions and loan advances, as well as capitalized third party interest we incurred as investment in and advances to unconsolidated joint venture. The Company’s investment in and advances to unconsolidated joint venture was ~~$96.6 million and $67.2~~$100.9 million as of ~~September 30, 2017 and~~ December 31, 2016, respectively. For the nine months ended September 30, 2017, we made loan advances of $29.7 million and capitalized $506,000 of interest. For the nine months ended September 30, 2016, the Company made loan advances to the Joint Venture of $22.3 million, capital contributions of $5.7 million and capitalized $854,000 of interest.2017.

~~As of September 30, 2017, all 395 units have been completed.~~ During the three and nine months ended September 30, 2017, the Company recorded an equity loss in the unconsolidated joint venture of $376,000, comprised of net operating income of $107,000 and depreciation expense of $483,000, and $758,000, comprised of net operating loss of $171,000 and depreciation expense of $587,000, respectively.

The Company leases space in its commercial real estate facilities to ~~tenants~~customers primarily under non-cancelable leases generally ranging from one to 10 years. Future minimum rental ~~revenues,~~income, excluding recovery of operating expenses under these leases, ~~are~~is as follows as of September 30, ~~2017~~2018 (in thousands):



Remainder of 2017	$	75,498
2018		267,885
Remainder of 2018			$	75,923
2019		196,801		269,194
2020		133,240		198,197
2021		92,451		142,675
2022				99,385
Thereafter		168,364		155,272
Total(1)	$	934,239	$	940,646

In addition to minimum rental payments, certain ~~tenants~~customers reimburse the Company for their pro rata share of specified property operating expenses. Such reimbursements amounted to ~~$22.6~~$22.9 million and ~~$20.3~~$22.6 million for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$68.4~~$69.1 million and ~~$61.6~~$68.4 million for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. These amounts are included as rental income in the accompanying consolidated statements of income.

Leases accounting for ~~3.0%~~2.7% of total leased square footage are subject to termination options, of which ~~1.2%~~1.0% of total leased square footage have termination options exercisable through December 31, ~~2017.~~2018. In general, these leases provide for termination payments to us should the termination options be exercised. The future minimum rental ~~revenues~~income in the above table ~~assume~~assumes such options are not exercised.

We have a revolving line of credit (the “Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Credit Facility has a borrowing limit of $250.0 million and expires January 10, 2022. The rate of interest charged on borrowings is based on ~~the~~ LIBOR plus 0.80% to LIBOR plus 1.55% depending on the Company’s credit ratings. Currently, the Company’s rate under the Credit Facility is LIBOR plus 0.825%. In addition, the Company is required to pay an annual facility fee ranging from 0.10% to 0.30% of the borrowing limit depending on the Company’s credit ratings (currently 0.125%). We ~~paid $613,000 of loan origination costs in January, 2017. The Company~~ had no balance outstanding on ~~the~~our Credit Facility at September 30, ~~2017~~2018 and December 31, ~~2016. Subsequent to September 30, 2017, the Company borrowed net $80.0 million on the Credit Facility.~~2017. The Company had ~~$979,000~~$749,000 and ~~$539,000~~$921,000 of unamortized loan origination costs as of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, respectively, which is included in other assets in the accompanying

consolidated balance sheets. The Credit Facility requires us to meet certain covenants, all of which we were in compliance with as of September 30, ~~2017.~~2018. Interest on outstanding borrowings is payable monthly.

Noncontrolling interests represent (i) PS’s noncontrolling interest in the OP through its ownership of 7,305,355 common partnership units, oftotaling $213.9 million and $196.6 million at September 30, 2018 and December 31, 2017, respectively, and (ii) the JV Partner’s 5.0% interest in a joint venture owning a 395-unit multifamily apartment complex, totaling $3.0 million and none at September 30, 2018 and December 31, 2017, respectively.

Each common partnership unit receives a cash distribution equal to the dividend paid on our common shares and is redeemable at PS’s option.

If PS exercises its right of redemption, at PSB’s option (a) PS will receive one common share from us for each common partnership unit redeemed, or (b) PS will receive cash from us for each common partnership unit generally equal to the market value of a common share (as defined in the Operating Partnership Agreement). We can prevent redemptions that we believe would violate either our articles of incorporation or securities laws, cause PSB to no longer qualify as a REIT, or could result in the OP no longer being treated as a partnership for federal tax purposes.

In allocating net income and presenting equity, we treat the common partnership units as if converted to common shares. Accordingly, they receive the same net income allocation per unit as a common share and are adjusted each period to have the same equity per unit as a common ~~share.~~share, totaling $6.7 million and $4.9 million for the three months ended September 30, 2018 and 2017, respectively, and $37.8 million and $18.6 million for the nine months ended September 30, 2018 and 2017, respectively.

In conjunction with consolidating the joint venture on January 1, 2018, we recorded noncontrolling interest of $4.0 million related to the JV Partner’s 5.0% interest in a joint venture owning a 395-unit multifamily apartment complex. A total of $189,000 and $1.0 million in loss was allocated to the JV Partner during the three and nine months ended September 30, 2018, respectively, and no distributions were paid to the JV Partner.

We manage industrial, office and retail facilities in the ~~U.S.~~United States for PS under ~~both~~either the “Public Storage” or “PS Business Parks” names (the “PS Management Agreement”). ~~The PS Management Agreement can be cancelled by either party with seven years notice.~~ Under PS’s supervision, we coordinate and assist in rental and marketing activities, property maintenance and other operational activities, including the selection of vendors, suppliers, employees and independent contractors. We receive a management fee based upon a percentage of ~~revenues.~~revenues, which is included in “interest and other income” on our consolidated statements of income. Management fee revenues were ~~$126,000~~$93,000 and ~~$130,000~~$126,000 for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$378,000~~$331,000 and ~~$389,000~~$378,000 for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. We allocate certain operating expenses to PS related to the management of these properties, including payroll and other business expenses, totaling ~~$134,000~~$101,000 and ~~$142,000~~$134,000 for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$401,000~~$376,000 and ~~$416,000~~$401,000 for the nine months ended September 30, 2018 and 2017, ~~and 2016,~~ respectively. ~~These amounts are included in “interest and other income” on our consolidated statements of income.~~

The PS Business Parks name and logo are owned by PS and licensed to us under a non-exclusive, royalty-free license agreement. The license can be terminated by either party for any reason with six months written notice.

PS ~~also~~ provides us property management services for the self-storage component of two assets we own ~~that are located in Florida~~ and ~~operate~~operates them under the “Public Storage” name. Either the Company or PS can cancel the property management contract upon 60 days’ notice. Under our supervision, PS coordinates and assists in rental and marketing activities, and property maintenance and other operational activities, including the selection of vendors, suppliers, employees and independent

contractors. Management fee expenses were $24,000 ~~and $22,000~~each for the three months ended September 30, 2018 and 2017, and ~~2016, respectively,~~$72,000 and $69,000 ~~and $64,000~~ for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively. Additionally, PS allocated certain operating expenses to us related to the management of these properties ~~including payroll~~totaling $16,000 and ~~other business expenses, totaling $54,000 and $156,000~~$14,000 for the three months ended September 30, 2018 and 2017, respectively, and $51,000 and $44,000 for the nine months ended September 30, ~~2017, respectively,~~2018 and ~~$49,000 and $153,000 for the three and nine months ended September 30, 2016,~~2017, respectively. These amounts are included under “cost of operations” on our consolidated statements of income.

Pursuant to a cost sharing ~~and administrative services~~ agreement, we ~~and PS~~ share certain administrative services, ~~and~~ corporate office space, and certain other third party costs with PS which are allocated ~~between~~based upon fair and reasonable estimates of the ~~Company~~cost of the services expected to be provided. We reimbursed PS $170,000 and $159,000 for costs PS ~~in accordance with a methodology intended to fairly allocate those costs. Costs allocated to the Company totaled $132,000 and $123,000~~incurred on our behalf for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$397,000~~$586,000 and ~~$370,000~~$476,000 for the nine months ended September 30, 2018 and 2017, respectively. PS reimbursed us $10,000 and ~~2016, respectively. Costs allocated to PS totaled~~ $8,000 for costs we incurred on their behalf for the three months ended September 30, 2018 and 2017, respectively and $29,000 and $23,000 for the ~~three and~~ nine months ended September 30, 2018 and 2017, respectively.

The Company had net amounts due to PS of ~~$30,000~~$102,000 and ~~due from PS of $295,000~~$245,000 at September 30, ~~2017~~2018 and December 31, ~~2016, respectively, for these contracts, as well as for certain operating expenses paid by the Company on behalf of PS.~~2017, respectively.

As of September 30, ~~2017~~2018 and December 31, ~~2016,~~2017, the Company had the following series of preferred stock outstanding:



				September 30, 2017			December 31, 2016
		Earliest Potential	Dividend	Shares	Amount		Shares	Amount			Earliest Potential	Dividend	Shares	Amount
Series	Issuance Date	Redemption Date	Rate	Outstanding	(in thousands)		Outstanding	(in thousands)		Issuance Date	Redemption Date	Rate	Outstanding	(in thousands)
Series T	May, 2012	May, 2017	6.00%	5,200	$	130,000	14,000	$	350,000
Series U	September, 2012	September, 2017	5.75%	9,200		230,000	9,200		230,000	September, 2012	September, 2017	5.75%	9,200	$	230,000
Series V	March, 2013	March, 2018	5.70%	4,400		110,000	4,400		110,000	March, 2013	March, 2018	5.70%	4,400		110,000
Series W	October, 2016	October, 2021	5.20%	7,590		189,750	7,590		189,750	October, 2016	October, 2021	5.20%	7,590		189,750
Series X	September, 2017	September, 2022	5.25%	9,200		230,000	—		—	September, 2017	September, 2022	5.25%	9,200		230,000
Series Y										December, 2017	December, 2022	5.20%	8,000		200,000
Total				35,590	$	889,750	35,190	$	879,750				38,390	$	959,750

~~During~~On January 3, 2018, we completed the redemption of our remaining 6.00% Cumulative Preferred Stock, Series T, at par of $130.0 million. We recorded a Preferred Redemption Allocation of $4.1 million in the three months ended December 31, 2017 and reclassified the shares from equity to “preferred stock called for redemption” on our consolidated balance sheets at December 31, 2017.

In September, 2017, we called for a partial redemption of 8,800,000 of our outstanding 14,000,000 depositary shares representing interests in our 6.0% Cumulative Preferred Stock, Series T, at ~~par. The aggregate redemption amount of~~par and paid $220.0 million ~~is scheduled to be paid~~ on October 30, 2017 to the holders of the depositary shares. We recorded a Preferred Redemption Allocation of $6.9 million for the three and nine months ended September 30, 2017 and reclassified the shares from equity to “preferred stock called for redemption” on our consolidated balance sheets at September 30, 2017.

On September 21, 2017, we issued $230.0 million or 9,200,000 depositary shares representing interests in our 5.25% Cumulative Preferred Stock, Series X, at $25.00 per depositary share. The 5.25% Series X Cumulative Redeemable Preferred Units are non-callable for five years and have no mandatory redemption. We received $222.2 million in net proceeds.

On December 7, 2016, we called our 6.45% Cumulative Preferred Stock, Series S, for redemption at par and completed the redemption on January 18, 2017. We recorded a Preferred Redemption Allocation of $7.3 million in the three months ended December 31, 2016 and reclassified the shares from equity to “preferred stock called for redemption” on our consolidated balance sheets at December 31, 2016.

We paid ~~$12.6~~$13.0 million and ~~$13.8~~$12.6 million in distributions to our preferred shareholders for the three months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, and ~~$38.5~~$39.6 million and ~~$41.5~~$38.5 million in distributions to our preferred shareholders for the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively.

The holders of our preferred stock have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions. Holders of our preferred stock will not be entitled to vote on most matters, except under certain conditions. In the event of a cumulative arrearage equal to six quarterly dividends, the holders of the preferred stock will have the right to elect two additional members to serve on the Company’s Board of Directors (the “Board”) until all events of default have been cured. At September 30, ~~2017,~~2018, there were no dividends in arrears.

Except under certain conditions relating to the Company’s qualification as a REIT, the preferred stock is not redeemable prior to the ~~previously~~redemption dates noted ~~redemption dates.~~above. On or after the respective redemption dates, the respective series of preferred stock will be redeemable, at the option of the Company, in whole or in part, at $25.00 per depositary share, plus any accrued and unpaid dividends.

~~During the three months ended March 31, 2017, the Board increased our quarterly dividends from $0.75 per common share to $0.85 per common share.~~ and units

We paid ~~$23.2~~$28.7 million ($~~0.85~~1.05 per common share) and ~~$20.3~~$23.2 million ($~~0.75~~0.85 per common share) in distributions to our common shareholders for the three months ended September 30, 2018 and 2017, respectively, and ~~2016, respectively,~~$75.1 million ($2.75 per common share) and $69.4 million ($2.55 ~~per common share) and $60.9 million ($2.25~~ per common share) in distributions to our common shareholders for the nine months ended September 30, 2018 and 2017, respectively.

We paid $7.7 million ($1.05 per common share) and ~~2016,~~$6.2 million ($0.85 per common share) in distributions to our common unit holders for the three months ended September 30, 2018 and 2017, respectively, and $20.1 million ($2.75 per common share) and $18.6 million ($2.55 per common share) in distributions to our common unit holders for the nine months ended September 30, 2018 and 2017, respectively.

~~In addition to common and preferred stock, the~~The Company is authorized to issue 100.0 million shares of Equity Stock. The Articles of Incorporation provide that Equity Stock may be issued from time to time in one or more series and give the Board broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock. As of September 30, 2018 and December 31, 2017, no equity stock had been issued.

~~The Company currently is neither~~We are a party to various legal proceedings and subject to ~~any other~~various claims and complaints; however, we believe that the likelihood of these contingencies resulting in a material ~~litigation nor,~~loss to ~~management’s knowledge, is any material litigation currently threatened against~~ the Company, ~~other than routine litigation and administrative proceedings arising~~either individually or in the ~~ordinary course of business.~~aggregate, is remote.

Under various share-based compensation plans, PSB grants non-qualified options to purchase the Company’s common shares at a price not less than fair value on the date of grant, as well as ~~restricted stock units (“RSUs”),~~RSUs, to certain directors, officers and key employees.

The service period for stock options and RSUs begins 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 conditions will be met, and ends when the stock option or RSU vests.

We account for forfeitures of share-based payments as they occur by reversing previously amortized share-based compensation expense with respect to grants that are forfeited in the period the employee terminates employment.

We amortize the fair value of awards at the beginning of the service period as compensation expense. 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).

Stock options ~~vest over a five-year period,~~ expire 10 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.~~options on the date of grant.

For the three and nine months ended September 30, ~~2017,~~2018, respectively, we recorded ~~$53,000~~$62,000 and ~~$156,000~~$179,000 in compensation expense related to stock options as compared to ~~$51,000~~$53,000 and ~~$229,000~~$156,000 for the same periods in ~~2016.~~2017.

During the nine months ended September 30, ~~2017,~~2018, 16,000 stock options were granted and ~~69,676~~29,925 options were exercised. A total of ~~175,979~~158,484 and 172,409 options were outstanding at September 30, ~~2017 (229,655 at~~2018 and December 31, ~~2016).~~2017, respectively.

RSUs ~~generally vest ratably over~~granted prior to 2016 are subject to a six-year vesting, with 20% vesting after year two, and 20% vesting after each of the next four years. RSUs granted during and subsequent to 2016 are subject to a five-year ~~period from~~vesting at the ~~grant date.~~rate of 20% per year. The grantee receives dividends for each outstanding RSU equal to the ~~per-share dividends~~per share dividend 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~~withholdings 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 on the date of grant.

For the three and nine months ended September 30, ~~2017,~~2018, respectively, we recorded $1.0 million and $2.6 million in compensation expense related to RSUs as compared to a net reversal of $521,000 and expense of $2.9 million ~~in compensation expense related to RSUs, as compared to expense of $1.7 million and $8.5 million~~ for the same periods in ~~2016. In conjunction with the departure of our Chief Financial Officer (“CFO”), the Company~~2017. We recorded a reversal of stock compensation expense of $1.9 million ~~in RSU expense related~~tied to ~~RSUs under our LTEIP (see below)~~a departure of a senior executive during the third quarter of 2017. ~~The 2016 amount includes $2.0 million in additional RSU expense related to RSUs under our LTEIP expected to be issued to our former Chief Executive Officer (“CEO”).~~

During the nine months ended September 30, ~~2017, 110,750~~2018, 184,450 RSUs were granted, ~~15,806~~105,423 RSUs vested and 10,140 RSUs were ~~forfeited and 76,994 RSUs vested.~~forfeited. This vesting resulted in the issuance of ~~43,223~~62,030 common shares. In addition, tax ~~deposits~~withholdings totaling $5.0 million and $3.9 million, ~~($1.9 million for the same period in 2016)~~respectively, were made on behalf of employees in exchange for 43,393 and 33,771 common shares, respectively, withheld upon ~~vesting.~~vesting for the nine months ended September 30, 2018 and 2017. A total of ~~162,643~~233,970 and 165,083 RSUs were outstanding at September 30, ~~2017 (144,693 at~~2018 and December 31, ~~2016).~~2017, respectively.

Effective March, 2014, the Company entered into a performance-based ~~restricted stock unit~~RSU program, the Senior Management Long-Term Equity Incentive Program for 2014-2017 (“LTEIP”), with certain employees of the Company. Under the LTEIP, the Company established three levels of targeted ~~restricted stock unit~~RSU awards, ~~for certain employees,~~ which would be earned only if the Company achieved one of three defined targets during 2014 to 2017. Under the LTEIP there iswas an annual award following the end of each of the four years in the program, with the award subject to and based on the achievement of total return targets during the previous year, as well as an award based on achieving total return targets during the cumulative four-year period 2014-2017. In the event the minimum defined target iswas not achieved for an annual award, the ~~restricted stock units~~RSUs allocated to be awarded for such year ~~are~~were added to the ~~restricted stock units~~RSUs that may be received if the four-year target iswas achieved. All ~~restricted stock unit~~RSU awards under the LTEIP vest in four equal annual installments beginning from the date of award. Up to 94,150 restricted stock units would be awarded for each of the four years assuming achievement was met and up to 81,800 restricted stock units would be awarded for the cumulative four-year period assuming achievement was met. Compensation expense is recognized based on the ~~restricted stock units~~RSUs expected to be awarded based on the target level that is expected to be achieved. The compensation expense and RSU counts with respect to the LTEIP are included in the aggregate RSU amounts disclosed above.

Senior management earned 145,350 shares of RSUs granted in March, 2018 as the maximum targets were achieved for the year ended December 31, 2017 and for the cumulative four-year period.

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Forward-Looking Statements: Forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, are made throughout this Quarterly Report on Form 10-Q. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words “may,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” “intends” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including but not limited to: (a) changes in general economic and business conditions; (b) decreases in rental rates or increases in vacancy rates/failure to renew or replace expiring leases; (c) tenant defaults; (d) the effect of the recent credit and financial market conditions; (e) our failure to maintain our status as a REIT under the Internal Revenue Code of 1986, as amended; (f) the economic health of our ~~tenants;~~customers; (g) increases in operating costs; (h) casualties to our properties not covered by insurance; (i) the availability and cost of capital; (j) increases in interest rates and its effect on our stock price; and (k) other factors discussed under the heading “Part I, Item 1A. Risk Factors” in our annual report on Form 10-K for the year ended December 31, ~~2016.~~2017. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements, except as required by law.

Our accounting policies are described in Note 2 to the consolidated financial statements included in this Form 10-Q. We believe ~~the following are~~ our critical accounting policies ~~because they have a material impact on the portrayal~~relate to income tax expense, accounting for acquired real estate facilities, allowance for doubtful accounts, impairment of ~~our financial condition~~long-lived assets, and ~~results,~~accrual for uncertain and ~~they require us to make judgments and estimates about matters that~~contingent liabilities, each of which are ~~inherently uncertain.~~more fully discussed below.

Income Tax Expense: 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 on our ~~REIT~~“REIT taxable ~~income~~income” that is fully distributed each year (for this purpose, certain distributions paid in a subsequent year may be considered), 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~~“REIT taxable income.”

Our evaluation that we have met the REIT requirements could be incorrect, because compliance with the tax rules requires factual determinations, and circumstances we have not identified could result in noncompliance with the tax requirements in current or prior years. For any taxable year that we fail to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income for at least that year and the ensuing four years, we could be subject to penalties and interest, and our net income would be materially different from the amounts estimated in our consolidated financial statements.

Accounting for Acquired Real Estate Facilities: We estimate the fair values of the land, buildings, intangible assets and intangible liabilities for purposes of allocating the purchase price. Such estimates are based upon many assumptions and judgments, including (i) market rates of return and capitalization rates on real estate and intangible assets, (ii) building and material cost levels, (iii) comparisons of the acquired underlying land parcels to recent land transactions, (iv) estimated market rent levels and (v) future cash flows from the real estate and the existing ~~tenant~~customer base. Others could come to materially different conclusions as to the estimated fair values, which would result in different depreciation and amortization expense, rental income, gains and losses on sale of real estate assets, and real estate and intangible assets.

Allowance for Doubtful Accounts: ~~Tenant~~Customer receivables consist primarily of amounts due for contractual lease payments, reimbursements of common area maintenance expenses, property taxes and other expenses recoverable from ~~tenants.~~customers. Deferred rent receivable represents the amount that the cumulative straight-line rental income

recorded to date exceeds cash rents billed to date under the lease agreement. Determination of the adequacy of allowances for doubtful accounts requires significant judgments and estimates. Others could come to materially different conclusions regarding the adequacy of our allowance for doubtful accounts. Significant unreserved bad debt losses could materially impact our net income.

Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets involves identification of indicators of impairment, projections of future operating cash flows and estimates of fair values or selling prices, all of which require significant judgment and subjectivity. Others could come to materially different conclusions. In addition, we may not have identified all current facts and circumstances that may affect impairment. Any unidentified impairment loss, or change in conclusions, could have a material adverse impact on our net income.

Accrual for Uncertain and Contingent Liabilities: We accrue for certain contingent and other liabilities that have significant uncertain elements, such as property taxes, performance bonuses and other operating expenses, as well as other legal claims and disputes involving customers, employees, governmental agencies and other third parties. We estimate such liabilities based upon many factors such as assumptions of past and future trends and our evaluation of likely outcomes. However, the estimates of known liabilities could be incorrect or we may not be aware of all such liabilities, in which case our accrued liabilities and net income could be ~~misstated.~~materially different.

Our overall operating results are impacted primarily by the performance of our existing real estate facilities, which at September 30, ~~2017~~2018 are comprised of ~~28.0~~28.3 million rentable square feet of multi-tenant industrial, flex ~~industrial~~ and office properties concentrated in six states and a 95.0% interest in ~~395 apartments.~~a 395-unit multifamily apartment complex. Our multi-tenant commercial properties are located in markets that have experienced long-term economic growth with a particular concentration on small-and medium-size customers. Accordingly, a significant degree of management attention is paid to maximizing the cash flow from our existing real estate portfolio. ~~We also~~ Also, our strong and conservative capital structure allows us the flexibility to use debt and equity capital prudently to fund our growth, which allows us toacquire properties we believe will create long-term ~~value, and from~~value. From time to time we ~~dispose of~~sell properties which no longer fit ~~within~~ the Company’s strategic objectives.

We had 7.6 million rentable square feet that we reclassified from “flex” space in our December 31, 2017 annual report to “industrial” space at January 1, 2018 based upon a thorough review of our properties’ office to warehouse ratio. We believe the reclassification will assist investors to better understand our business operations.

Existing Real Estate Facilities: The operating results of our existing real estate facilities are substantially influenced by demand for rental space within our properties and our markets, which impacts occupancy, rental rates and capital expenditure requirements. We strive to maintain high occupancy levels while increasing rental rates and minimizing capital expenditures when market conditions allow, although the Company may decrease rental rates in markets where conditions require. Management’s initiatives and strategies with respect to our existing real estate facilities which are described in more detail in our December 31, ~~2016~~2017 Form 10-K, ~~include~~which includes incentivizing our personnel to maximize the return on investment for each lease transaction and providing a superior level of service to our customers.

Acquisitions of Real Estate Facilities: We also seek to grow our operations through acquisitions of facilities generally consistent with the Company’s focus on owning concentrated business parks with easily configurable ~~space. In the third quarter of 2016,~~space and in markets and product types with favorable long-term return potential. On June 8, 2018, we acquired two multi-tenant ~~office buildings~~industrial parks aggregating ~~226,000~~1.1 million rentable square feet in ~~Rockville, Maryland~~Springfield, Virginia, for a net purchase price of ~~$13.3~~$143.8 million. The ~~occupancy rate has increased from 18.5% on~~portfolio consists of 19 buildings and was 76.1% occupied as of the date of ~~acquisition to 31.6% as of September 30, 2017. These~~acquisition. The 19 buildings are located ~~within The Grove 270 (formerly Shady Grove Executive Park)~~in the Springfield/Newington industrial submarket where we already ~~owned~~own three ~~substantially fully-leased buildings aggregating 352,000~~industrial parks totaling 606,000 square feet. We continue to seek to acquire additional facilities in our existing markets and generally in close proximity to our existing facilities; however, there can be no assurance that we will acquire additional facilities that meet our risk-adjusted return and underwriting requirements.

Development or ~~redevelopment~~Redevelopment of ~~real estate facilities:~~Real Estate Facilities: We also may seek to redevelop our existing real estate. We own a large contiguous block of real estate (628,000 rentable square feet on 44.5 acres of land) located within an area known as The Mile in Tysons, Virginia. We demolished one of our existing office buildings inat The Mile and ~~are~~built a 395-unit multifamily building (“Highgate”) at a ~~multi-family building (the “Highgate Development”), with completion in stages starting in May, 2017 through the fourth~~

~~quarter of 2017. The total estimated investment upon completion,~~cost, including the estimated fair value of existing land, ~~will be approximately $117.2~~of $115.9 million.

While ~~multi-family~~multifamily real estate is not a core asset for us, we determined that ~~multi-family~~multifamily real estate represented a unique opportunity and the highest and best use of this parcel. We have partnered through a joint venture with a local developer and operator of ~~multi-family~~multifamily space in order to leverage their operational experience. See “Analysis of ~~Items Not Included in~~ Operating Income – ~~Equity in loss of unconsolidated joint venture”~~Multifamily” below and ~~Note~~Notes 3 and 4 to our consolidated financial statements for more information on ~~the Highgate Development.~~ Highgate.

We ~~do not consolidate~~commenced consolidating Highgate beginning January 1, 2018. Prior to January 1, 2018, we accounted for our investment in the joint venture ~~that holds~~using the ~~Highgate Development;~~equity method and accordingly, reflected our share of net loss ~~is reflected~~ under “equity in loss of unconsolidated joint venture.”

We have an additional 123,000 square foot office building located within The Mile that we are seeking to demolish in order to construct another ~~multi-family complex~~multifamily property on the parcel. This parcel is reflected on our consolidated balance sheets as land and building held for development. The scope and timing of development of this site is subject to a variety of contingencies, including approval of ~~entitlement.~~entitlements. We do not expect that development will commence ~~prior to December 31, 2018.~~any earlier than the fourth quarter of 2019.

~~Dispositions~~Sales of Real Estate Facilities: ~~In 2014, we completed a plan to exit non-strategic markets in Sacramento California, Oregon and Arizona.~~ We ~~do not expect to exit any additional markets. However, we~~ may from time to time ~~dispose of~~sell individual real estate ~~assets~~facilities based on market conditions, fit with our existing portfolio, evaluation of long-term potential returns of markets or product types, or other reasons. On ~~May 1, 2017,~~March 5, 2018, we ~~disposed~~sold Corporate Pointe Business Park, a park consisting of ~~Empire Commerce,~~five multi-tenant office buildings totaling 161,000 square feet, located in Orange County, California, for net proceeds of $41.7 million, which resulted in a ~~two-building single-story~~gain of $26.8 million.

On April 30, 2018, we sold Northgate Business Park, a park ~~comprising 44,000~~consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net proceeds of ~~$2.1~~$11.8 million, which resulted in a ~~net~~ gain of ~~$1.2~~$7.9 million.

We have 107,000 rentable square feet of office product located in Orange County, California, held for sale as of September 30, 2018 and expect to complete the sale during the fourth quarter of 2018. The operations of the facilities we sold and expect to sell are presented below under “assets sold or held for sale.”

Impact of Inflation: Although inflation has not been significant in recent years, an increase in inflation could impact our future results, and the Company continues to seek ways to mitigate its potential impact. A substantial portion of the Company’s leases require ~~tenants~~customers to pay operating expenses, including real estate taxes, utilities and insurance, as well as increases in common area expenses, partially reducing the Company’s exposure to inflation during each lease’s respective lease period.

Regional Concentration: Our portfolio is concentrated in eight regions, in six states. We have chosen to concentrate in these regions because we believe they have characteristics which enable them to be competitive economically, such as above average population growth, job growth, higher education levels and personal income, which we believe will produce better overall economic returns. Changes in economic conditions in these regions in the future could impact our future results.

Industry and ~~Tenant~~Customer Concentrations: We seek to minimize the risk of industry or ~~tenant~~customer concentrations. As of September 30, ~~2017,~~2018, excluding the asset held for sale, leases from our top 10 ~~tenants~~customers comprised ~~10.3%~~9.4% of our annualized rental income, with ~~only two tenants, Kaiser Permanente (1.0%) and~~one customer, the U.S. Government ~~(4.3%~~(3.8%), representing more than 1%. In terms of industry concentration, ~~18.5%~~19.3% of our annualized rental income comes from ~~Business Services; 10.4%~~business services, 11.5% from ~~Warehouse, Distribution, Transportation~~warehouse, distribution, transportation and ~~Logistics;~~logistics, and ~~10%~~10.5% from ~~Health Services.~~computer hardware, software and related services. No other industry group represents more than 10% of our annualized rental income.

~~Tenant~~Customer credit risk: We have historically experienced a low level of write-offs of uncollectible rents, with less than 0.5% of rental income written off ~~each~~in any year over the last six years. However, there can be no assurance that write offs may not increase because there is inherent uncertainty in a ~~tenant’s~~customer’s ability to continue paying rent and meet its full lease obligation. As of October ~~23, 2017,~~22, 2018, we had ~~69,000~~95,000 square feet of leased space occupied by ~~four tenants~~two customers that are protected by Chapter 11 of the U.S. Bankruptcy Code. From time to time, ~~tenants~~customers contact us, requesting early termination of their lease, reductions in space leased, or rent deferment or ~~abatement.~~

We evaluate the performance of our business parks primarily based on Net Operating Income (“NOI”), a non-GAAP financial measure, because we believe NOI is an important measure of the value and performance of our real estate. We believe investors utilize NOI in a similar manner and for similar reasons. We define NOI ~~is defined by the Company~~ as ~~Adjusted Rental Income~~rental income less Adjusted Cost of Operations (described below) ~~and~~. NOI excludes depreciation and ~~amortization. Depreciation and~~ amortization ~~is excluded from NOI~~expense because management and investors do not consider it important in valuing real estate or evaluating real estate performance ~~because~~since depreciation and amortization expense assumes the value of real estate declines ratably from its historical cost based upon the passage of time, while we believe the value of real estate changes based upon cash flow and other market factors.

Adjusted ~~Rental Income represents rental income, excluding material lease buyout payments, which we believe are not reflective of ongoing rental income.~~

~~Adjusted~~ Cost of Operations represents cost of operations, excluding LTEIP amortization, which can vary significantly period to period based ~~upon-the~~upon the performance of the whole company, rather than just property operations.

The Company’s calculation of NOI ~~Adjusted Rental Income~~ and Adjusted Cost of Operations may not be comparable to those of other companies and should not be used as an alternative to performance measures calculated in accordance with GAAP.

See “Analysis of operating income” below for reconciliations of each of these measures to their closest analogous GAAP measure on our consolidated statements of income. Adjusted ~~Rental Income is reconciled to rental income, Adjusted~~ Cost of Operations is reconciled to cost of operations and Net Operating Income is reconciled to operating income.

We segregate our real estate activities into (a) same park operations, representing all operating properties acquired prior to January 1, 2016, comprising 26.9 million rentable square feet of our 28.3 million in rentable square feet at September 30, 2018 (the “Same Park” facilities), (b) non-same park operations, representing those facilities we own that were acquired after January 1, 2016 (the “Non-Same Park” facilities), (c) multifamily operations and (d) assets sold or held for sale, representing facilities whose existing operations are no longer part of our ongoing operations, because they were sold or are expected to be sold.

Operating Results Overview: Three and Nine Months Ended September 30, ~~2017~~2018 and ~~2016~~2017

For the three months ended September 30, ~~2017,~~2018, net income allocable to common shareholders was ~~$18.1~~$25.1 million or ~~$0.66~~$0.92 per diluted share, compared to ~~$19.7~~$18.1 million or ~~$0.72~~$0.66 per diluted share for the same period in ~~2016.~~2017. The ~~decrease~~increase was mainly due to a $6.9 million Preferred Redemption Allocation ~~offset by~~incurred during the third quarter of 2017 combined with a ~~$2.7~~$3.1 million increase in NOI with respect to our real estate facilities and reduced preferred distributions. The increase in NOI includes a $3.3 million increase for our Same Park facilities (see below) due primarily to higher realized rent per occupied square foot, offset partially by reduced NOI with respect to facilities we sold or are holding for development.facilities.

For the nine months ended September 30, ~~2017,~~2018, net income allocable to common shareholders was ~~$69.3~~$141.4 million or ~~$2.53~~$5.16 per diluted share, compared to ~~$50.0~~$69.3 million or ~~$1.84~~$2.53 per diluted share for the same period in ~~2016.~~2017. The increase was mainly due to an $85.3 million gain on sale of assets in 2018, the $6.9 million Preferred Redemption

Allocation incurred during the third quarter of 2017 and a ~~$10.5~~$5.3 million increase in NOI with respect to our real estate ~~facilities, a reduction in interest expense due to the repayment of debt, and gains on the sale of real estate facilities and development rights.~~facilities. The increase in NOI includes a ~~$12.5~~$4.4 million increase from our Same Park facilities due to higher rental income per occupied square foot and higher occupancy, a $3.0 million increase for our ~~Same-Park~~Non-Same Park facilities ~~due primarily to higher realized rent per occupied square foot,~~and $2.0 million of NOI from our multifamily asset partially offset ~~partially~~ by reduced NOI with respect to facilities we ~~sold or are holding for development.~~sold.

We analyze our net income in this discussion analysis in two main sections: operating income and ~~then~~ all other components of net income.

Our operating income is comprised primarily of our real estate operations, depreciation and amortization expense and general and administrative expenses.

We segregate our real estate activities into (a) same park operations, representing all operating properties acquired prior to January 1, 2015, comprising 27.8 million rentable square feet of our 28.0 million in rentable space at September 30, 2017 (the “Same Park” facilities), (b) non-same park operations, representing those facilities we own that were acquired after January 1, 2015 (the “Non-Same Park” facilities) and (c) assets sold or held for development, representing facilities whose existing operations are no longer part of our ongoing operations, because they were sold or are expected to be developed or converted to alternate use.

The table below sets forth the various components of our operating income (in thousands):



	For The Three Months						For The Nine Months						For the Three Months					For The Nine Months
	Ended September 30,						Ended September 30,						Ended September 30,					Ended September 30,
	2017		2016			Variance	2017		2016			Variance	2018		2017		Change	2018		2017		Change
RENTAL INCOME
Adjusted rental income (a)
Same Park	$	100,110	$	95,867	$	4,243	$	299,207	$	285,927	$	13,280	$	98,228	$	96,073	2.2%	$	294,010	$	287,293	2.3%
Non-Same Park		371		9		362		976		9		967		3,193		371	760.6%		5,137		976	426.3%
Assets sold or held for development		—		936		(936)		159		2,808		(2,649)
Lease buyout payment		—		528		(528)		—		528		(528)
Multifamily														1,895		—	100.0%		5,057		—	100.0%
Assets sold or held for sale (1)														492		4,037	(87.8%)		5,187		12,073	(57.0%)
Total rental income		100,481		97,340		3,141		300,342		289,272		11,070		103,808		100,481	3.3%		309,391		300,342	3.0%

COST OF OPERATIONS
Adjusted cost of operations (b)
Adjusted Cost of Operations (2)
Same Park		30,821		29,875		946		90,204		89,375		829		28,817		29,191	(1.3%)		87,717		85,413	2.7%
Non-Same Park		294		3		291		918		3		915		1,159		294	294.2%		2,083		918	126.9%
Assets sold or held for development		—		261		(261)		73		750		(677)
Multifamily														1,043		—	100.0%		3,013		—	100.0%
Assets sold or held for sale (1)														331		1,630	(79.7%)		2,134		4,864	(56.1%)
LTEIP amortization		564		657		(93)		1,767		2,312		(545)		304		564	(46.1%)		963		1,767	(45.5%)
Total cost of operations		31,679		30,796		883		92,962		92,440		522		31,654		31,679	(0.1%)		95,910		92,962	3.2%

OPERATING INCOME
Net operating income ~~(c)~~(3)
Same Park		69,289		65,992		3,297		209,003		196,552		12,451		69,411		66,882	3.8%		206,293		201,880	2.2%
Non-Same Park		77		6		71		58		6		52		2,034		77	2,541.6%		3,054		58	5,165.5%
Assets sold or held for development		—		675		(675)		86		2,058		(1,972)
Lease buyout payment and LTEIP amortization		(564)		(129)		(435)		(1,767)		(1,784)		17
Multifamily														852		—	100.0%		2,044		—	100.0%
Assets sold or held for sale (1)														161		2,407	(93.3%)		3,053		7,209	(57.7%)
LTEIP amortization														(304)		(564)	(46.1%)		(963)		(1,767)	(45.5%)
Depreciation and amortization		(23,759)		(24,631)		872		(70,465)		(74,886)		4,421		(25,207)		(23,759)	6.1%		(73,505)		(70,465)	4.3%
General and administrative		(1,745)		(2,970)		1,225		(7,019)		(11,982)		4,963		(2,425)		(1,745)	39.0%		(7,099)		(7,019)	1.1%
Operating income	$	43,298	$	38,943	$	4,355	$	129,896	$	109,964	$	19,932	$	44,522	$	43,298	2.8%	$	132,877	$	129,896	2.3%

Rental income increased ~~$3.1~~$3.3 million and ~~$11.1~~$9.0 million for the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the same periods in ~~2016,~~2017 due primarily to increases in ~~adjusted~~ rental income at the Same Park and Non-Same Park facilities ~~due primarily to higher annualized realized~~combined with rental income ~~per occupied square foot.~~from our multifamily asset offset partially by rental income from assets sold.

Cost of operations decreased $25,000 and increased ~~$883,000 and $522,000~~$2.9 million for the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the same periods in ~~2016,~~2017. The three month decrease was primarily due ~~primarily~~ to ~~increased adjusted cost~~Adjusted Cost of ~~operations~~Operations from assets sold and a decrease in Adjusted Cost of Operations from the Same Park portfolio as well as lower LTEIP amortization, offset partially by Adjusted Cost of Operations from our multifamily asset and an increase in Adjusted Cost of Operations for the

Operations for the Same Park and Non-Same Park facilities combined with Adjusted Cost of Operations from our multifamily asset, offset partially by ~~adjusted costs~~Adjusted Cost of ~~operations~~Operations from assets sold, ~~or held for development,~~ as well as lower LTEIP amortization.

Operating income increased ~~$4.4~~$1.2 million and ~~$19.9~~$3.0 million for the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the same periods in ~~2016,~~2017 due primarily to higher rental income ~~lower~~partially offset by higher depreciation and amortization expense and higher general and administrative ~~expenses and lower depreciation expense.~~expenses.

See below for a discussion of depreciation and amortization expense and general and administrative expenses.

The Same Park facilities are those that we have owned and operated since January 1, ~~2015.~~2016. We evaluate the operations of these facilities to more effectively evaluate the ongoing performance of our portfolio in ~~2015, 2016~~2018 and 2017. We believe the Same Park information is used by investors and analysts in a similar manner. The following table summarizes the historical operating results of these facilities and certain statistical information related to leasing ~~activity:~~activity (in thousands, except per square foot data):



Summary of Same Park Operations
	For The Three Months					For The Nine Months
	Ended September 30,					Ended September 30,
	2017		2016		Variance	2017		2016		Variance	For The Three Months					For The Nine Months
Adjusted rental income	$	100,110	$	95,867	4.4%	$	299,207	$	285,927	4.6%
											Ended September 30,					Ended September 30,
Adjusted cost of operations
											2018		2017		Variance	2018		2017		Variance
Rental income											$	98,228	$	96,073	2.2%	$	294,010	$	287,293	2.3%

Adjusted Cost of Operations
Property taxes		10,730		10,137	5.8%		31,052		29,595	4.9%		10,253		10,366	(1.1%)		30,657		29,976	2.3%
Utilities		6,331		6,439	(1.7%)		17,961		18,137	(1.0%)		6,060		5,798	4.5%		17,015		16,541	2.9%
Repairs and maintenance		6,807		6,154	10.6%		19,429		18,845	3.1%		6,026		6,350	(5.1%)		18,411		17,956	2.5%
Snow removal		—		—	—		481		1,810	(73.4%)		—		—	—		834		481	73.4%
Other expenses		6,953		7,145	(2.7%)		21,281		20,988	1.4%		6,478		6,677	(3.0%)		20,800		20,459	1.7%
Total		30,821		29,875	3.2%		90,204		89,375	0.9%		28,817		29,191	(1.3%)		87,717		85,413	2.7%

Net operating income	$	69,289	$	65,992	5.0%	$	209,003	$	196,552	6.3%	$	69,411	$	66,882	3.8%	$	206,293	$	201,880	2.2%

Selected Statistical Data
Gross margin (a)		69.2%		68.8%	0.6%		69.9%		68.7%	1.7%
Gross margin (1)												70.7%		69.6%	1.6%		70.2%		70.3%	(0.1%)
Weighted average square foot occupancy		94.0%		94.1%	(0.1%)		94.1%		93.9%	0.2%		95.0%		94.1%	1.0%		94.7%		94.1%	0.6%
Annualized realized rent per occupied square foot (b)	$	15.32	$	14.65	4.6%	$	15.25	$	14.60	4.5%
Annualized rental income per
occupied square foot											$	15.36	$	15.18	1.2%	$	15.38	$	15.13	1.7%

~~Adjusted rental~~Rental income generated by the Same Park facilities increased ~~4.4%~~2.2% and ~~4.6% in~~2.3% for the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the same periods in ~~the prior year. These~~2017. The increases were due primarily to increased ~~annualized realized~~ rental income per occupied square foot ~~and, during the nine month period,~~combined with an increase in ~~weighted average~~ occupancy.

We believe that high occupancies help maximize our rental income. Accordingly, we seek to maintain a weighted average occupancy over 90%.

During the first nine months of ~~2017,~~2018, most markets continued to reflect favorable conditions allowing for stable occupancy as well as increasing rental rates. With the exception of ~~the~~ Northern Virginia and Suburban Maryland markets, new rental rates for the Company improved over expiring rental rates on executed leases as economic conditions and tenant demand remained healthy.

Our future revenue growth will come primarily from potential increases in market rents allowing us to increase rent levels when leases are either renewed with existing ~~tenants~~customers or re-leased to new ~~tenants.~~customers. The following table sets forth the expirations of ~~our~~ existing leases ~~in place at September 30, 2017~~ over the next five years in our Same Park portfolio at September 30, 2018 (dollars and square feet in thousands):



								Percent of									Percent of
			Rentable Square		Percent of	Annualized Rental		Annualized Rental				Rentable Square		Percent of	Annualized Rental		Annualized Rental
	Number of		Footage Subject to		Total Leased	Income Under		Income Represented		Number of		Footage Subject to		Total Leased	Income Under		Income Represented
Year of Lease Expiration	Tenants		Expiring Leases		Square Footage	Expiring Leases		by Expiring Leases		Customers		Expiring Leases		Square Footage	Expiring Leases		by Expiring Leases
Remainder of 2017		807		1,716	6.5%	$	26,771		6.4%
2018		1,562		5,863	22.2%		95,762		22.9%
Remainder of 2018											681		1,445	5.6%	$	25,287		6.1%
2019		1,304		6,495	24.6%		96,533		23.0%		1,605		6,693	26.0%		102,528		24.6%
2020		672		4,757	18.1%		70,175		16.7%		1,353		5,972	23.2%		90,823		21.8%
2021		279		2,362	9.0%		36,469		8.7%		604		3,528	13.7%		55,249		13.3%
2022											301		3,069	12.0%		51,826		12.5%
Thereafter		328		5,178	19.6%		93,456		22.3%		356		5,006	19.5%		90,490		21.7%
Total		4,952		26,371	100.0%	$	419,166		100.0%		4,900		25,713	100.0%	$	416,203		100.0%

During the three and nine months ended September 30, ~~2017,~~2018, we leased approximately 1.8 million and ~~5.6~~5.4 million ~~respectively,~~ in rentable square feet, respectively, to new and existing customers, with an average ~~increase~~increases in rental rates over the previous rates of ~~5.7%~~7.2% and ~~4.3%. Approximately 66.8%~~2.9%, respectively. Renewals of leases with existing customers represented 62.1% of our leasing activity for the nine months ended September 30, ~~2017 represented renewals of leases with existing tenants.~~2018. See “Analysis of ~~Market~~Same Park Leasing Trends” below for further ~~analysis of such data~~information on leasing trends on a ~~by-market~~by market basis.

Our ability to re-lease space on expired leases in a way that minimizes vacancy periods and ~~the lease~~achieves market rental rates ~~that may be achieved are not predictable, because they~~ will depend upon market conditions in the specific submarkets in which each of our properties are located.

~~Property taxes increased 5.8% and 4.9% during~~Adjusted Cost of Operations generated by the Same Park facilities decreased 1.3% for the three months and increased 2.7% for the nine months ended September 30, ~~2017, respectively,~~2018 as compared to the same periods in the prior ~~year~~year. The three month decrease was due primarily to lower repairs and maintenance costs, while the nine month increase was due primarily to higher property tax expense, higher repairs and maintenance costs and utility costs, as well as an increase in snow removal costs.

Property taxes decreased 1.1% for the three months and increased 2.3% for the nine months ended September 30, 2018 as compared to the same periods in the prior year. The nine month increase was due primarily to higher assessed values. We expect property ~~taxes~~tax growth in the ~~fourth quarter of 2017~~future due primarily to ~~approximate the amount for the third quarter of 2017.~~ higher assessed values and changes in tax rates.

Utilities are dependent primarily upon energy prices and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utilities ~~decreased 1.7%~~increased 4.5% and ~~1.0% for~~2.9% during the three and nine months ended September 30, ~~2017,~~2018, respectively, as compared to the same periods in the prior year. The nine month increase was primarily due to a colder winter in 2018 in our Northern Virginia and Suburban Maryland markets and higher water consumption during summer months in 2018. It is difficult to estimate future utility costs, because weather, temperature and energy prices are volatile and not predictable.

Repairs and maintenance ~~increased 10.6% and 3.1% during~~decreased 5.1% for the three months and increased 2.5% for the nine months ended September 30, ~~2017, respectively,~~2018 as compared to the same periods in the prior year. The three month decrease was due to costs incurred during the third quarter of 2017 related to Hurricane Irma costs. The nine month increase was due to timing of repairs and rate increases from property service providers. Repairs and maintenance costs are dependent upon many

factors including weather conditions, which can impact repair and maintenance needs, inflation in material and labor costs and random events, and as a result are not readily predictable. ~~We expect to incur incremental repairs and maintenance costs with respect to Hurricane Irma during the fourth quarter of 2017.~~

Snow removal ~~decreased~~increased 73.4% during the nine months ended September 30, ~~2017~~2018 as compared to the same period in ~~2016.~~the prior year. The nine month increase was due to a colder winter in 2018 in our Northern Virginia and Suburban Maryland markets. Snow removal costs are weather dependent and therefore not predictable.

Other expenses decreased ~~2.7% during~~3.0% for the three months ~~ended September 30, 2017,~~ and increased ~~1.4% during~~1.7% for the nine months ended September 30, ~~2017~~2018 as compared to the same periods in ~~2016.~~the prior year. These costs are comprised of on site and supervisory personnel, property insurance and other expenses incurred in the operation of our properties. We expect increases in other expenses for the remainder of 2018 that are similar to the increases in the nine-month period.

The following table sets forth historical quarterly trends in the operations of the Same Park facilities for ~~adjusted~~ rental income, ~~adjusted cost~~Adjusted Cost of ~~operations,~~Operations, occupancies, ~~realized rents~~annualized rental income per occupied square foot and those expenses which have material seasonal ~~trends:~~trends (in thousands, except per square foot data):



	For the Three Months Ended								For the Three Months Ended
	March 31		June 30		September 30		December 31		March 31		June 30		September 30		December 31
Adjusted rental income
Rental income
2018									$	98,022	$	97,760	$	98,228	$	—
2017	$	99,654	$	99,443	$	100,110	$	—	$	95,756	$	95,464	$	96,073	$	97,211
2016	$	94,908	$	95,152	$	95,867	$	96,457

Adjusted cost of operations
Adjusted Cost of Operations
2018									$	30,035	$	28,865	$	28,817	$	—
2017	$	29,839	$	29,544	$	30,821	$	—	$	28,214	$	28,008	$	29,191	$	29,642
2016	$	30,777	$	28,723	$	29,875	$	29,336

Snow removal(1)
2018									$	794	$	40	$	—	$	—
2017	$	378	$	103	$	—	$	—	$	378	$	103	$	—	$	63
2016	$	1,810	$	—	$	—	$	—

Utilities(1)
2018									$	5,713	$	5,242	$	6,060	$	—
2017	$	5,896	$	5,734	$	6,331	$	—	$	5,448	$	5,295	$	5,798	$	5,393
2016	$	6,226	$	5,472	$	6,439	$	5,775

Weighted average square foot occupancy									Weighted average square foot occupancy
2018										94.6%		94.6%		95.0%		—
2017		94.6%		93.7%		94.0%		—		94.6%		93.7%		94.1%		95.1%
2016		94.1%		93.5%		94.1%		94.8%

Annualized realized rent per occupied square foot
Annualized rental income per occupied square foot									Annualized rental income per occupied square foot
2018									$	15.40	$	15.36	$	15.36	$	—
2017	$	15.16	$	15.27	$	15.32	$	—	$	15.05	$	15.15	$	15.18	$	15.20
2016	$	14.52	$	14.63	$	14.65	$	14.65

The following tables set forth market rent, expense and occupancy trends in our Same Park ~~facilities:~~facilities (in thousands, except per square foot data):



		For The Three Months				For The Nine Months						For The Three Months				For The Nine Months
		Ended September 30,				Ended September 30,						Ended September 30,				Ended September 30,
Region		2017		2016	Variance	2017			2016	Variance		2018		2017	Variance	2018			2017	Variance

Selected Geographic Data on Same Park	Selected Geographic Data on Same Park										Selected Geographic Data on Same Park

Adjusted rental income
Rental income
Northern California (7.2 million feet)	$	22,814	$	21,640	5.4%	$	68,989	$	64,501	7.0%	$	25,055	$	22,814	9.8%	$	74,076	$	68,989	7.4%
Southern California (4.0 million feet)		16,298		15,487	5.2%		48,055		45,104	6.5%
Dallas (3.0 million feet)		8,128		7,924	2.6%		24,683		23,474	5.2%
Southern California (3.3 million feet)												13,433		12,635	6.3%		39,591		37,347	6.0%
Dallas (2.9 million feet)												7,674		7,754	(1.0%)		22,901		23,477	(2.5%)
Austin (2.0 million feet)		7,390		6,823	8.3%		22,179		20,596	7.7%		7,260		7,390	(1.8%)		22,505		22,179	1.5%
Northern Virginia (3.9 million feet)		19,271		18,853	2.2%		56,919		57,404	(0.8%)		18,460		19,271	(4.2%)		55,649		56,919	(2.2%)
South Florida (3.9 million feet)		10,269		9,678	6.1%		30,457		28,475	7.0%		10,436		10,269	1.6%		31,467		30,457	3.3%
Suburban Maryland (2.4 million feet)		11,953		11,694	2.2%		35,882		35,144	2.1%
Suburban Maryland (2.3 million feet)												11,561		11,953	(3.3%)		34,993		35,882	(2.5%)
Seattle (1.4 million feet)		3,987		3,768	5.8%		12,043		11,229	7.2%		4,349		3,987	9.1%		12,828		12,043	6.5%
Total Same Park (27.8 million feet)		100,110		95,867	4.4%		299,207		285,927	4.6%
Total Same Park (26.9 million feet)												98,228		96,073	2.2%		294,010		287,293	2.3%

Adjusted cost of operations
Adjusted Cost of Operations											Adjusted Cost of Operations
Northern California		6,011		5,773	4.1%		17,571		16,814	4.5%		5,760		6,011	(4.2%)		17,252		17,571	(1.8%)
Southern California		4,972		4,978	(0.1%)		14,558		14,178	2.7%		3,518		3,469	1.4%		10,243		10,118	1.2%
Dallas		2,765		2,817	(1.8%)		8,283		8,451	(2.0%)		2,780		2,638	5.4%		8,481		7,932	6.9%
Austin		2,570		2,394	7.4%		7,549		7,052	7.0%		2,725		2,570	6.0%		8,135		7,549	7.8%
Northern Virginia		6,034		6,471	(6.8%)		18,318		19,516	(6.1%)		6,020		6,034	(0.2%)		19,151		18,318	4.5%
South Florida		2,716		2,714	0.1%		8,144		8,091	0.7%		2,786		2,716	2.6%		8,551		8,144	5.0%
Suburban Maryland		4,768		3,755	27.0%		12,776		12,297	3.9%		4,109		4,768	(13.8%)		12,562		12,776	(1.7%)
Seattle		985		973	1.2%		3,005		2,976	1.0%		1,119		985	13.6%		3,342		3,005	11.2%
Total Same Park		30,821		29,875	3.2%		90,204		89,375	0.9%		28,817		29,191	(1.3%)		87,717		85,413	2.7%

Net operating income	Net operating income										Net operating income
Northern California		16,803		15,867	5.9%		51,418		47,687	7.8%		19,295		16,803	14.8%		56,824		51,418	10.5%
Southern California		11,326		10,509	7.8%		33,497		30,926	8.3%		9,915		9,166	8.2%		29,348		27,229	7.8%
Dallas		5,363		5,107	5.0%		16,400		15,023	9.2%		4,894		5,116	(4.3%)		14,420		15,545	(7.2%)
Austin		4,820		4,429	8.8%		14,630		13,544	8.0%		4,535		4,820	(5.9%)		14,370		14,630	(1.8%)
Northern Virginia		13,237		12,382	6.9%		38,601		37,888	1.9%		12,440		13,237	(6.0%)		36,498		38,601	(5.4%)
South Florida		7,553		6,964	8.5%		22,313		20,384	9.5%		7,650		7,553	1.3%		22,916		22,313	2.7%
Suburban Maryland		7,185		7,939	(9.5%)		23,106		22,847	1.1%		7,452		7,185	3.7%		22,431		23,106	(2.9%)
Seattle		3,002		2,795	7.4%		9,038		8,253	9.5%		3,230		3,002	7.6%		9,486		9,038	5.0%
Total Same Park	$	69,289	$	65,992	5.0%	$	209,003	$	196,552	6.3%	$	69,411	$	66,882	3.8%	$	206,293	$	201,880	2.2%

Weighted average square foot occupancy	Weighted average square foot occupancy										Weighted average square foot occupancy
Northern California		94.2%		96.5%	(2.4%)		95.6%		96.5%	(0.9%)		97.9%		94.2%	3.9%		97.8%		95.6%	2.3%
Southern California		95.3%		95.5%	(0.2%)		95.4%		94.5%	1.0%		98.1%		96.0%	2.2%		97.9%		96.0%	2.0%
Dallas		91.2%		91.1%	0.1%		90.7%		90.0%	0.8%		89.5%		91.1%	(1.8%)		88.7%		90.3%	(1.8%)
Austin		95.9%		97.7%	(1.8%)		94.8%		96.7%	(2.0%)		91.4%		95.9%	(4.7%)		92.9%		94.8%	(2.0%)
Northern Virginia		92.3%		91.6%	0.8%		90.9%		92.4%	(1.6%)		94.1%		92.3%	2.0%		92.4%		90.9%	1.7%
South Florida		97.0%		93.5%	3.7%		97.5%		93.8%	3.9%		96.8%		97.0%	(0.2%)		96.4%		97.5%	(1.1%)
Suburban Maryland		89.3%		87.6%	1.9%		88.3%		87.9%	0.5%		88.8%		89.3%	(0.6%)		89.2%		88.3%	1.0%
Seattle		97.3%		98.9%	(1.6%)		98.0%		98.5%	(0.5%)		97.5%		97.3%	0.2%		97.9%		98.0%	(0.1%)
Total Same Park		94.0%		94.1%	(0.1%)		94.1%		93.9%	0.2%		95.0%		94.1%	1.0%		94.7%		94.1%	0.6%

Annualized realized rent per square foot
Annualized rental income per occupied square foot											Annualized rental income per occupied square foot
Northern California	$	13.37	$	12.38	8.0%	$	13.28	$	12.30	8.0%	$	14.13	$	13.37	5.7%	$	13.94	$	13.28	5.0%
Southern California	$	17.16	$	16.27	5.5%	$	16.85	$	15.96	5.6%	$	16.69	$	16.04	4.1%	$	16.43	$	15.80	4.0%
Dallas	$	11.56	$	11.28	2.5%	$	11.77	$	11.28	4.3%	$	11.86	$	11.78	0.7%	$	11.92	$	12.00	(0.7%)
Austin	$	15.70	$	14.22	10.4%	$	15.88	$	14.47	9.7%	$	16.18	$	15.70	3.1%	$	16.45	$	15.88	3.6%
Northern Virginia	$	21.31	$	21.01	1.4%	$	21.31	$	21.15	0.8%	$	20.02	$	21.31	(6.1%)	$	20.50	$	21.31	(3.8%)
South Florida	$	10.95	$	10.71	2.2%	$	10.77	$	10.47	2.9%	$	11.15	$	10.95	1.8%	$	11.25	$	10.77	4.5%
Suburban Maryland	$	22.76	$	22.70	0.3%	$	23.02	$	22.67	1.5%	$	22.10	$	22.76	(2.9%)	$	22.19	$	23.02	(3.6%)
Seattle	$	11.79	$	10.97	7.5%	$	11.78	$	10.94	7.7%	$	12.84	$	11.79	8.9%	$	12.57	$	11.78	6.7%
Total Same Park	$	15.32	$	14.65	4.6%	$	15.25	$	14.60	4.5%	$	15.36	$	15.18	1.2%	$	15.38	$	15.13	1.7%

~~The following tables set forth key statistical information with respect to our~~Analysis of Same Park ~~leasing activities during the three and nine months ended September 30, 2017.~~ Leasing Trends

As noted above, our past revenue growth has come from contractual annual ~~inflators,~~rent increases, as well as re-leasing of space at current market rates. We believe the percentage difference between outgoing billed rent and incoming billed rent for leases executed (the “Rental Rate Change”) is useful in understanding trends in current market rates relative to our existing lease rates. The following tables summarize the Rental Rate Change and other key statistical information with respect to the Company’s leasing production ~~by these eight regions~~for its Same Park facilities, on a regional basis, for the three and nine months ended September 30, ~~2017~~2018 (square feet in thousands):



	For the Three Months Ended September 30, 2017					For the Three Months Ended September 30, 2018
	Square			Transaction		Square			Transaction
	Footage	Tenant		Costs per	Rental	Footage	Customer		Costs per	Rental
Regions	Leased	Retention		Executed Foot	Rate Change (a)	Leased	Retention		Executed Foot	Rate Change (1)
Northern California	521	88.8%	$	1.81	22.1%	323	73.7%	$	1.71	27.4%
Southern California	442	78.9%	$	2.62	3.3%	299	74.6%	$	1.27	12.9%
Dallas	175	62.1%	$	3.11	4.2%	220	63.1%	$	3.90	4.6%
Austin	66	70.5%	$	1.78	13.5%	283	72.6%	$	3.14	1.6%
Northern Virginia	260	74.4%	$	7.94	(10.3%)	214	62.7%	$	4.10	(9.4%)
South Florida	192	51.7%	$	1.20	5.4%	268	60.7%	$	0.62	11.4%
Suburban Maryland	111	82.8%	$	4.14	(14.5%)	103	83.1%	$	8.93	(16.3%)
Seattle	62	55.7%	$	2.61	12.1%	45	56.4%	$	1.59	17.3%
Total	1,829	75.8%	$	3.10	5.7%	1,755	69.6%	$	2.69	7.2%



	For the Nine Months Ended September 30, 2017					For the Nine Months Ended September 30, 2018
	Square			Transaction		Square			Transaction
	Footage	Tenant		Costs per	Rental	Footage	Customer		Costs per	Rental
Regions	Leased	Retention		Executed Foot	Rate Change (a)	Leased	Retention		Executed Foot	Rate Change (a)
Northern California	1,098	70.7%	$	1.64	19.2%	1,042	70.2%	$	1.33	18.6%
Southern California	1,150	66.4%	$	2.36	4.7%	892	73.3%	$	1.41	7.4%
Dallas	574	57.4%	$	3.40	4.2%	671	52.5%	$	3.95	1.3%
Austin	320	47.7%	$	2.62	14.2%	453	72.1%	$	2.67	3.6%
Northern Virginia	785	67.3%	$	6.08	(8.8%)	751	70.9%	$	6.66	(9.7%)
South Florida	858	64.0%	$	1.50	4.0%	1,018	62.1%	$	1.12	4.7%
Suburban Maryland	392	79.7%	$	9.14	(10.8%)	447	75.7%	$	7.68	(15.7%)
Seattle	381	79.0%	$	1.07	12.3%	145	33.5%	$	2.68	14.4%
Total	5,558	66.8%	$	3.12	4.3%	5,419	67.2%	$	3.04	2.9%

During the first nine months of ~~2017,~~2018, most markets, with the exception of Northern Virginia and Suburban Maryland, continued to reflect favorable conditions allowing for stable occupancy as well as increasing rental rates. ~~With the exception of~~In Northern Virginia and Suburban Maryland, ~~new rental rates for the Company improved over expiring~~ rental rates on executed leases ~~as economic conditions~~declined 9.7% and ~~tenant demand remained healthy. Northern Virginia and Suburban Maryland continue to experience~~15.7%, respectively, for the nine months ended September 30, 2018, reflecting continued soft market conditions ~~as evidenced by continued pressure on occupancy~~that have persisted for several years due to, among other factors, federal government downsizing. To the extent that such trends continue in these markets, which comprised 30.8% of our Same Park rental income for the nine months ended September 30, 2018 and ~~rental rates. Given lease expirations~~22.5% of ~~1.1 million~~ square feet ~~in Northern Virginia and 712,000 square feet in Suburban Maryland~~expiring through December 31, ~~2018, the Company~~2019, we may continue to ~~experience a decrease in~~face reduced rental income in these ~~regions.~~markets.

Non-Same Park facilities: ~~Our~~The table below reflects the assets comprising our Non-Same Park facilities ~~are comprised~~(in thousands):

NOI from the Non-Same Park facilities included $1.6 million and $2.0 million of ~~two office buildings in Maryland, with 226,000 rentable square feet~~NOI from the 2018 acquisition for the three and ~~occupancy of 31.6% at~~nine months ended September 30, ~~2017 (33.9%~~2018, respectively. Excluding the results from the 2018 acquisition, the three and nine month NOI increases from prior periods were tied to increases in occupancy at ~~October 23, 2017).~~our 2016 acquisition.

We believe that our management and operating infrastructure allows us to generate higher NOI from newly acquired real estate facilities than was achieved by the previous owners. However, it can take 24 or more months for us to fully achieve the higher NOI, and the ultimate levels of NOI to be achieved can be affected by changes in general economic conditions. As a result, there can be no assurance that we will achieve our expectations with respect to these newly acquired real estate facilities.

We expect the Non-Same Park facilities to continue to provide increased NOI in 2018 as these facilities increase occupancy.

Multifamily: As of September 30, 2018, we have a 95.0% interest in Highgate, a 395-unit apartment complex. On January 1, 2018, we began to consolidate the joint venture due to changes to the joint venture agreement that gave the Company control of the joint venture. Prior to January 1, 2018, we accounted for our investment in the joint venture using the equity method and accordingly, reflected our share of net loss under “equity in loss of unconsolidated joint venture.”

Highgate began leasing activities during second quarter of 2017. During the three and nine months ended September 30, 2018, respectively, Highgate generated $852,000 of NOI, consisting of $1.9 million in rental income and $1.0 million in Adjusted Cost of Operations, and $2.0 million of NOI, consisting of $5.1 million in rental income and $3.0 million in Adjusted Cost of Operations.

The following table summarizes the Highgate’s project timeline and updates as of September 30, 2018:

Assets sold or held for ~~development:~~sale: These amounts include historical operating results with respect to properties that have been sold ~~and with respect to a 123,000 rentable square foot office building which is vacant and being~~or are held for future potential development into a multi-family building. We expect no further material operations for this vacant property until development is complete; as noted above, we do not expect development activity to commence until at least December 2018.sale.

Depreciation and Amortization Expense: Depreciation and amortization expense was ~~$23.8~~$25.2 million for the three months ended September 30, ~~2017~~2018 compared to ~~$24.6~~$23.8 million for the same period in ~~2016.~~2017. Depreciation and amortization expense was $73.5 million for the nine months ended September 30, 2018 compared to $70.5 million for the same period in 2017. The three and nine month increases in depreciation and amortization expense were primarily

~~$70.5 million for the nine months ended September 30, 2017 compared~~due to ~~$74.9 million for the same period in 2016. The three and nine month decreases in~~ depreciation and amortization ~~were due~~expense of our multifamily asset as we consolidated its operations effective January 1, 2018 in addition to depreciation and amortization expense from the ~~cost of certain assets reaching the end of their depreciable lives.~~2018 acquisition.

General and Administrative Expenses: General and administrative expenses primarily represent compensation for senior executives, tax compliance, legal and costs associated with being a public company. For the three and nine months ended September 30, ~~2017,~~2018, general and administrative expenses ~~decreased $1.2 million~~,increased $680,000, or ~~41.2%~~39.0%, and ~~$5.0 million,~~$80,000, or ~~41.4%~~1.1%, respectively, compared to the same periods in ~~2016.~~2017. The three and nine month ~~decrease was primarily~~increases were due to a departure of a senior executive during the third quarter of 2017 partially offset by a reduction in the ongoing LTEIP amortization ($571,000 in 2017 versus $907,000 in 2016), departure of our CFO during the third quarter of 2017 and acquisition transaction costs of $328,000 incurred in 2016. The nine month decrease was primarily due to a reduction in the ongoing LTEIP amortization ($2.3 million in 2017 versus $3.8 million in 2016), departure of senior executives in 2016 and 2017 and acquisition transaction costs incurred in 2016 noted above.amortization.

~~Interest~~Equity loss from investment in and ~~Other Expense:~~ ~~Interest and other expense was $503,000 for the three months ended September 30, 2017 compared~~advances to $155,000 for the same period in 2016. Interest and other expense was $972,000 for the nine months ended September 30, 2017 compared to $5.5 million for the same period in 2016. The three month increase was due to higher interest capitalized in 2016 as the Highgate Development began operations in 2017, while the nine month decrease was primarily due to a repayment of a $250.0 million mortgage note during the second quarter of 2016.

~~Equity in loss of~~ unconsolidated joint venture: ~~Our equity in loss of unconsolidated~~Prior to January 1, 2018, we accounted for our joint venture ~~represents~~investment using the equity method and recorded our ~~pro rata equity~~pro-rata share of the net loss in the earnings of our 95% equity investment in the JV that owns the Highgate Development. We have agreed to provide a construction loan to the Joint Venture, maturing in April, 2019 and having two one-year extension options, of up to $75.0 million. The interest income we receive on the loan is eliminated against our equity in earnings.joint venture for each period. During the three and nine months ended September 30, 2017, wethe Company recorded an equity loss in the unconsolidated joint venture of $376,000, comprised of ~~$600,000 in revenue, $493,000 in cost~~net operating income of ~~operations,~~$107,000 and ~~$483,000 in~~ depreciation expense of $483,000, and $758,000, comprised of ~~$642,000 in revenue, $813,000 in cost~~net operating loss of ~~operations,~~$171,000 and depreciation expense of $587,000, ~~in depreciation expense.~~respectively.

~~The following table summarizes the Joint Venture’s project timeline and updates as of September 30, 2017:~~

~~Our cumulative investment in and advances to the Joint Venture, including the fair value of land we contributed, totaled $96.6 million at September 30, 2017.~~

Gain on sale of real estate ~~facility~~facilities and ~~gain on sale of~~ development rights: On ~~May 1, 2017,~~March 5, 2018, we sold Corporate Pointe Business Park, a ~~two-building single-story~~park consisting of five multi-tenant office buildings totaling 161,000 square feet, located in Orange County, California, for net proceeds of $41.7 million, which resulted in a gain of $26.8 million.

On April 18, 2018, we sold Orange County Business Center, a park ~~comprising 44,000~~consisting of five multi-tenant office buildings totaling 437,000 square feet located in Orange County, California, for net proceeds of $73.3 million, which resulted in a gain of $50.6 million. On April 30, 2018, we sold Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net proceeds of ~~$2.1~~$11.8 million, which resulted in a gain of $7.9 million.

On March 31, 2017, we sold certain development rights ~~we had acquired in 2006 in connection with our acquisition of a business park~~ in Silver Spring, ~~Maryland. When all contingencies~~Maryland, resulting in a $3.9 million gain.

We have 107,000 rentable square feet of office product located in Orange County, California, held for sale as of September 30, 2018 and expect to complete the sale ~~have completed, we will have~~

received a total of $6.4 million in net proceeds. For the nine months ended September 30, 2017, we have recorded a combined net gain of $5.1 million related to these dispositions. We expect to report an additional gain of $2.5 million when the final proceeds for the sale of the development rights are received induring the fourth quarter of ~~2017 and~~2018. We expect to record a gain on sale of real estate facilities in connection with the ~~remaining contingencies have lapsed.~~sale.

This section should be read in conjunction with our consolidated statements of cash flows for the ~~three and~~ nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 and the notes to our consolidated financial statements, which set forth the major components of our historical liquidity and capital resources. The discussion below sets forth the factors which we expect will affect our future liquidity and capital resources or which may vary substantially from historical levels.

Capital Raising Strategy: As a REIT, we generally distribute ~~100%~~substantially all of our “REIT taxable ~~income~~income” to our shareholders, which relative to a taxable C corporation, limits the amount of cash flow from operations that we can retain for investments. As a result, in order to grow our asset base, access to capital is important.

Our financial profile is characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are a highly rated REIT, as rated by ~~major rating agencies~~ Moody’s and Standard & Poor’s. Our corporate credit rating by Standard and Poors is A-, while our preferred shares are rated BBB by Standard and Poors and Baa2 by Moodys. Our credit profile and ratings enable us to effectively access both the public and private capital markets to raise capital.

In order to maintain access to capital markets, we target a minimum ratio of FFO (as defined below) to combined fixed charges and preferred distributions of 3.0 to 1.0. Fixed charges include interest expense, ~~and~~ capitalized interest ~~while~~and preferred distributions ~~include amounts~~ paid to preferred ~~shareholders and preferred unit holders.~~shareholders. For the nine months ended September 30, ~~2017,~~2018, the ratio of FFO to combined fixed charges and preferred distributions ~~coverage ratio~~paid was ~~5.0~~5.3 to ~~1.0, excluding the Preferred Redemption Allocation.~~1.0.

We have a $250.0 million revolving Credit Facility that can be expanded to $400.0 million which expires in January, 2022. We use the Credit Facility along with bank term debt, as temporary “bridge” financing until we are able to raise longer term capital. Historically, we have funded our long-term capital requirements with retained operating cash flow and proceeds from the issuance of common and preferred securities. We will select among these sources of capital based upon availability, relative cost, the impact of constraints of certain forms of capital on our operations (such as covenants), as well as the desire for leverage.

Short-term Liquidity and Capital Resource Analysis: We believe that our net cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing requirements for debt service, capital expenditures and distributions to our shareholders for the foreseeable future.

As of September 30, ~~2017,~~2018, we had ~~no balance outstanding on our Credit Facility.~~$8.7 million in cash. In the last five years, we have retained ~~an average of~~approximately $40 to ~~$50~~$60 million in operating cash flow per year. Retained operating cash flow represents cash flow provided by operating activities, less shareholder and unit holder distributions and capital expenditures. ~~We expect to invest an additional $9.8 million with respect to the Highgate Development.~~

Potential future uses of capital in the next twelve months include the acquisition of additional real estate facilities, and potential future sources include the potential sale of real estate facilities.

Required Debt Repayment: As of September 30, ~~2017,~~2018, we ~~have~~had no debt outstanding on our Credit Facility. ~~Our Credit Facility does not expire until January, 2022.~~ We are in compliance with the covenants and all other requirements of our Credit Facility.

Capital Expenditures: We define recurring capital expenditures as those necessary to maintain and operate our real estate at its current economic value. Nonrecurring capital improvements include property renovations and expenditures related to repositioning acquisitions.

The following table sets forth our commercial capital expenditures paid for in the nine months ended September 30, ~~2017~~2018 and ~~2016,~~2017, respectively, on an aggregate and per square foot basis:



	For The Nine Months ended September 30,								For the Nine Months Ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
	(in thousands)				(per square foot)
Commercial Real Estate									(in thousands)				(per square foot)
Recurring capital expenditures
Capital improvements(1)	$	6,674	$	5,300	$	0.24	$	0.19	$	7,003	$	6,674	$	0.25	$	0.24
Tenant improvements		23,457		13,109		0.84		0.47		12,411		23,457		0.45		0.84
Lease commissions		5,162		5,054		0.18		0.18		6,277		5,162		0.23		0.18
Total recurring capital expenditures		35,293		23,463		1.26		0.84
Total commercial recurring capital expenditures										25,691		35,293		0.93		1.26
Nonrecurring capital improvements		3,416		767		0.12		0.03		113		3,416		0.01		0.12
Total capital expenditures	$	38,709	$	24,230	$	1.38	$	0.87
Total commercial capital expenditures (1)									$	25,804	$	38,709	$	0.94	$	1.38

The following table summarizes Same Park, ~~and~~ Non-Same Park, multifamily and assets sold or held for sale recurring capital expenditures paid and the related percentage of NOI by region for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017 (in thousands):



										For the Nine Months Ended September 30,
	For the Nine Months Ended September 30,														Recurring
						Recurring				Recurring					Capital Expenditures
	Recurring					Capital Expenditures				Capital Expenditures					as a Percentage of NOI
	Capital Expenditures					as a Percentage of NOI					2018		2017	Change	2018		2017
Region		2017		2016	Change	2017		2016

Same Park
Northern California	$	2,052	$	2,735	(25.0%)		4.0%		5.7%	$	2,281	$	2,052	11.2%		4.0%		4.0%
Southern California		3,787		3,708	2.1%		11.3%		12.0%		2,238		2,508	(10.8%)		7.6%		9.2%
Dallas		2,874		2,933	(2.0%)		17.5%		19.5%		3,860		2,790	38.4%		26.8%		17.9%
Austin		1,465		996	47.1%		10.0%		7.4%		1,433		1,465	(2.2%)		10.0%		10.0%
Northern Virginia		10,620		6,783	56.6%		27.5%		17.9%		7,082		10,626	(33.4%)		19.4%		27.5%
South Florida		1,572		1,770	(11.2%)		7.0%		8.7%		2,622		1,572	66.8%		11.4%		7.0%
Suburban Maryland		7,355		3,730	97.2%		31.8%		16.3%		4,130		7,351	(43.8%)		18.4%		31.8%
Seattle		590		808	(27.0%)		6.5%		9.8%		648		590	9.8%		6.8%		6.5%
Total Same Park		30,315		23,463	29.2%		14.5%		11.9%		24,294		28,954	(16.1%)		11.8%		14.3%
Non-Same Park
Maryland		4,978		—	100.0%		—		—		606		4,978	(87.8%)		—		—
Northern Virginia											223		—	100.0%		—		—
Total Non-Same Park		4,978		—	100.0%		—		—		829		4,978	(83.3%)		—		—
Assets sold or held for sale											568		1,361	(58.3%)		—		—
Total commercial recurring
capital expenditures											25,691		35,293	(27.2%)		—		—
Multifamily											13		—	100.0%		—		—
Total	$	35,293	$	23,463	50.4%		16.9%		11.9%	$	25,704	$	35,293	(27.2%)		—		—

The ~~increase~~decrease in Same Park recurring capital expenditures of ~~$6.9~~$4.7 million, or ~~29.2%~~16.1%, was primarily due to transaction costs related to large renewals and leasing production in ~~the Same~~2017. The decrease in Non-Same Park ~~portfolio during 2017. Non-Same Park~~recurring capital expenditures are related to substantially completing the repositioning and lease-up of a facility ~~we acquired~~ in ~~Maryland in 2016.~~2017.

In the last five years, our recurring capital expenditures have averaged generally between $1.10 and ~~$1.80~~$1.72 per square foot, and 11.7% and ~~21.5%~~20.5% as a percentage of NOI.

Redemption of Preferred Stock: Historically, we have reduced our cost of capital by refinancing higher coupon preferred securities with lower coupon preferred securities. ~~During May, 2017, our~~On January 3, 2018, we completed the redemption of the remaining 6.0% Series T preferred shares ~~with a par value~~outstanding of ~~$350.0~~$130.0 million ~~became redeemable at par. In September, 2017, we called for a partial redemption of $220.0 million. Funds~~using funds received from our ~~5.25%~~5.20% Series XY preferred shares issued during ~~September, 2017 will be used to complete this redemption on October 30,~~December, 2017.

At September 30, ~~2017,~~2018, our 5.75% Series U preferred shares, with a par value of $230.0 million, and our 5.70% Series V preferred shares, with a par value of $110.0 million, were redeemable at par. Redemption of such preferred shares will depend upon many factors, including the cost of capital. None of our preferred securities are redeemable at the option of the holders.

~~Investment in and Advances to Unconsolidated Joint Venture:~~ We expect to invest an additional $9.8 million in the Joint Venture, in order to fund completion of the Highgate Development. We do not expect any significant further investment necessary following completion.

Acquisitions of real estate facilities: On June 8, 2018, we acquired two multi-tenant industrial parks aggregating 1.1 million rentable square feet in Springfield, Virginia, for a net purchase price of $143.8 million. We have acquired real estate facilities in the past, and we continue to seek to acquire additional real estate ~~facilities,~~facilities; however, there is significant competition to acquire existing facilities and there can be no assurance as to the ~~level~~volume of acquisition activity.

Disposition of real estate facilities and potential taxable capital gains: During the nine months ended September 30, 2018, we ~~may acquire.~~sold real estate facilities for net proceeds of $126.8 million. We are also seeking to sell 107,000 rentable square feet of office space in Orange County, California, which we expect to sell during the fourth quarter of 2018.

Development of real estate facilities: As noted above, we have an additional 123,000 square foot building located within The Mile that we are seeking to develop into another ~~multi-family complex.~~multifamily property. There can be no assurance as to the timing or amount of any investment that may occur; however, we do not expect to incur any significant development costs on this potential project ~~until at least December 2018.~~any earlier than the fourth quarter of 2019.

Repurchase of Common Stock: No shares of common stock were repurchased under the board-approved common stock repurchase program during the nine months ended September 30, ~~2017~~2018 or the year ended December 31, ~~2016.~~2017. As of September 30, ~~2017,~~2018, management has the authorization to repurchase an additional 1,614,721 shares. ~~However, we have no plans at this time to repurchase additional shares.~~

Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Code. As a REIT, we do not incur federal income tax on our ~~REIT~~“REIT taxable ~~income~~income” (generally, net rents and gains from real property, dividends and interest) that is fully distributed each year (for this purpose, certain distributions paid in a subsequent year may be considered), and if we meet certain organizational and operational rules. We believe we have met these requirements in all periods presented herein, and we expect to continue to elect and qualify as a REIT.

During the first quarter of 2017, the Board increased our quarterly dividend from $0.75 per common share to $0.85 per common share, which is an increase of $0.10 or 13.3% over the previous quarter’s distribution.

We paid REIT qualifying distributions of ~~$107.1~~$114.7 million ($~~37.8~~39.6 million to preferred shareholders and ~~$69.4 million to common shareholders) and $102.4 million ($41.5 million to preferred shareholders and $60.9~~$75.1 million to common shareholders) during the nine months ended September 30, ~~2017 and 2016, respectively.~~2018.

We estimate the annual distribution requirements with respect to our preferred shares outstanding at September 30, 2018 to be $51.8 million per year.

During the third quarter of 2018, the Board increased our quarterly dividend from $0.85 per common share to $1.05 per common share, which is an increase of $0.20, or 23.5%, over the previous quarter’s distributions. Our consistent, long-term dividend policy has been to distribute only our taxable ~~income in order to maintain our REIT status.~~income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements and, after taking into consideration distributions to the preferred shareholders, will be funded with cash provided by operating activities.

Funds from Operations (“FFO”) and FFO per share are non-GAAP measures defined by the National Association of Real Estate Investment Trusts and are considered helpful measures of REIT performance by REITs and many REIT analysts. FFO represents net income before real estate depreciation and amortization expense, gains or losses from sales and impairment charges, which are excluded because they are based upon historical real estate costs and assume that building values diminish ratably over time, while we believe that real estate values fluctuate due to market conditions. FFO per share represents FFO allocable to common and dilutive shares, divided by aggregate common and dilutive shares. FFO and FFO per share are not a substitute for net income or earnings per share. FFO is not a substitute for GAAP net cash flow in evaluating our liquidity or ability to pay dividends, because it excludes investing and financing activities presented on our consolidated statements of cash flows. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful.

The following table reconciles from net income allocable to common shareholders to FFO and net income per share to FFO per share (amounts in thousands, except per share data):

For The Three Months

For The Nine Months

Ended September 30,

Ended September 30,

2017

2016

2017

2016
Net income allocable to common shareholders
$
18,138

$
19,718

$
69,275

$
50,017
Gain on sale of real estate facility

—

—

(1,209)

—
Gain on sale of development rights

—

—

(3,865)

—
Depreciation and amortization

23,759

24,631

70,465

74,886
Depreciation from unconsolidated joint venture

483

—

587

—
Net income allocated to noncontrolling interests

4,866

5,315

18,610

13,495
Net income allocated to restricted stock unit holders

137

128

582

387
FFO allocable to common and dilutive shares
$
47,383

$
49,792

$
154,445

$
138,785

Weighted average common shares outstanding

27,226

27,103

27,192

27,076
Weighted average common operating partnership units outstanding

7,305

7,305

7,305

7,305
Weighted average restricted stock units outstanding

179

268

188

256
Weighted average common share equivalents outstanding

201

98

207

90
Total common and dilutive shares

34,911

34,774

34,892

34,727

Net income per common share—diluted
$
0.66

$
0.72

$
2.53

$
1.84
Gain on sale of real estate facility

—

—

(0.03)

—
Gain on sale of development rights

—

—

(0.11)

—
Depreciation and amortization, including amounts from investment

in unconsolidated Joint Venture

0.70

0.71

2.04

2.16
FFO per share (a)
$
1.36

$
1.43

$
4.43

$
4.00



	For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,
	2018		2017		2018		2017
Net income allocable to common shareholders	$	25,131	$	18,138	$	141,400	$	69,275
Adjustments
Gain on sale of real estate facilities and development rights		—		—		(85,283)		(5,074)
Depreciation and amortization expense		25,207		23,759		73,505		70,465
Depreciation from unconsolidated joint venture		—		483		—		587
Net income allocated to noncontrolling interests		6,514		4,866		36,814		18,610
Net income allocated to restricted stock unit holders		239		137		1,592		582
FFO (income) loss allocated to JV partner		(3)		—		8		—
FFO allocable to common and dilutive shares	$	57,088	$	47,383	$	168,036	$	154,445

Weighted average outstanding
Common shares		27,339		27,226		27,310		27,192
Common operating partnership units		7,305		7,305		7,305		7,305
Restricted stock units		163		179		183		188
Common share equivalents		103		201		102		207
Total common and dilutive shares		34,910		34,911		34,900		34,892

Net income per common share—diluted	$	0.92	$	0.66	$	5.16	$	2.53
Gain on sale of real estate facilities and development rights		—		—		(2.45)		(0.14)
Depreciation and amortization expense, including amounts
from unconsolidated joint venture		0.72		0.70		2.10		2.04
FFO per share	$	1.64	$	1.36	$	4.81	$	4.43

We also present “Core FFO per share,” a non-GAAP measure that represents FFO per share excluding the net impact of (i) Preferred Redemption Allocation and (ii) separation settlement payments, as well as charges or reversals related to stock based compensation, due to the departure of a senior ~~executives and (iii) certain other non-cash and/or nonrecurring income or expense items.~~executive. We ~~review~~believe our presentation of Core FFO ~~per share to evaluate~~assists investors and analysts in evaluating our ~~ongoing~~comparative operating performance ~~and we believe it is used by investors and REIT analysts in a similar manner.~~between reporting periods. However, Core FFO per share is not a substitute for net income per share. Because other REITs may not compute Core FFO per share in the same manner as we do, may not use the same terminology or may not present such a measure, Core FFO per share may not be comparable among REITs.



	For The Three Months				For The Nine Months				For The Three Months				For The Nine Months
	Ended September 30,				Ended September 30,				Ended September 30,				Ended September 30,
	2017		2016		2017		2016		2018		2017		2018		2017
FFO per share	$	1.36	$	1.43	$	4.43	$	4.00	$	1.64	$	1.36	$	4.81	$	4.43
Preferred Redemption Allocation		0.19		—		0.19		—		—		0.19		—		0.19
Net impact due to departure of senior executives		(0.01)		—		(0.01)		0.05
Acquisition transaction costs		—		0.01		—		0.01
Lease buyout payment		—		(0.01)		—		(0.01)
Net impact due to departure of a senior executive										—		(0.01)		—		(0.01)
Core FFO per share	$	1.54	$	1.43	$	4.61	$	4.05	$	1.64	$	1.54	$	4.81	$	4.61

Off-Balance Sheet Arrangements: The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources.

Contractual Obligations: As of September 30, ~~2017,~~2018, the Company is scheduled to pay cash dividends of ~~$41.4~~$51.8 million per year on its preferred equity ~~outstanding~~ ~~(excluding 8,800,000 depositary shares of Series T Preferred Stock which are scheduled to be redeemed on October 30, 2017)~~.outstanding. Dividends are paid when and if declared by the Company’s Board and accumulate if not paid. Shares of preferred equity are redeemable by the Company in order to preserve its status as a REIT and are also redeemable five years after issuance, but are not redeemable at the option of the holder.

Our significant contractual obligations as of September 30, ~~2017~~2018 and their impact on our cash flows and liquidity are summarized below (in thousands):



	Payments Due by Period										Payments Due by Period
Contractual Obligations	Total		Less than 1 year		1-3 years		4-5 years		More than 5 years		Total		Less than 1 year		1-3 years		4-5 years		More than 5 years
Transaction costs ~~(a)~~(1)	$	12,681	$	12,681	$	—	$	—	$	—	$	10,457	$	10,457	$	—	$	—	$	—
Joint Venture commitments (b)		9,752		9,752		—		—		—
Ground lease obligations (c)		282		145		69		68		—
Ground lease obligations (2)												2,139		131		388		397		1,223
Total	$	22,715	$	22,578	$	69	$	68	$	—	$	12,596	$	10,588	$	388	$	397	$	1,223

To limit the Company’s exposure to market risk, the Company principally finances its operations and growth with permanent equity capital consisting of either common or preferred stock. The Company had no debt outstanding on its Credit Facility as of September 30, ~~2017.~~2018.

Our exposure to market risk for changes in interest rates relates primarily to the Credit Facility, which is subject to variable interest rates. See Notes 2 and 6 to the consolidated financial statements included in this Quarterly Report on Form 10-Q for additional information regarding the terms, valuations and approximate principal maturities of the Company’s indebtedness, including the Credit Facility. Based on borrowing rates currently available to the Company, the difference between the carrying amount of debt and its fair value is insignificant.

The Company’s management, with the participation of the Company’s Chief Executive Officer ~~who is also serving as acting~~and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of September 30, ~~2017.~~2018. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of September 30, ~~2017,~~2018, the Company’s Chief Executive Officer ~~who is also serving as acting~~and Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level.

There have not been any changes in ~~the Company’s~~our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) ~~that occurred~~ during the fiscal quarter ended September 30, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

The Company currently is not subject to any material ~~litigation~~legal proceedings other than ordinary routine litigation and administrative proceedings ~~arising in the ordinary course of~~incidental to its business.

There have been no material changes to the risk factors included in our Annual Report on Form 10-K for the year ended December 31, ~~2016.~~2017.

The Company’s Board of Directors has authorized the repurchase, from time to time, of up to 6.5 million shares of the Company’s common stock on the open market or in privately negotiated transactions. The authorization has no expiration date. Purchases will be made subject to market conditions and other investment opportunities available to the Company.

During the three months ended September 30, ~~2017,~~2018, there were no shares of the Company’s common stock repurchased. As of September 30, ~~2017,~~2018, 1,614,721 shares remain available for purchase under the program.

See Note 9 to the consolidated financial statements for additional information on repurchases of equity securities.

Exhibits required by Item 601 of Regulation S-K are filed herewith or incorporated herein by reference and are listed in the attached Exhibit Index which is incorporated herein by reference.

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

California	95-4300881
(State or Other Jurisdiction	(I.R.S. Employer
of Incorporation)	Identification Number)



	Page
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Consolidated balance sheets as of September 30, ~~2017~~2018 (unaudited) and December 31, ~~2016~~2017	3
Consolidated statements of income (unaudited) for the three and nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	4
Consolidated statement of equity (unaudited) for the nine months ended September 30, ~~2017~~2018	5
Consolidated statements of cash flows (unaudited) for the nine months ended September 30, ~~2017~~2018 and ~~2016~~2017	6
Notes to consolidated financial statements (unaudited)	78
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	2023
Item 3. Quantitative and Qualitative Disclosures About Market Risk	3539
Item 4. Controls and Procedures	3639
PART II. OTHER INFORMATION
Item 1. Legal Proceedings	3639
Item 1A. Risk Factors	3639
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds	3640
Item 6. Exhibits	3640



Land	$	25,806
Buildings and improvements		112,230
Other assets (above-market in-place rents)		1,487
Accrued and other liabilities (below-market in-place rents)		(1,790)
Other assets (in-place lease value)		6,033
Total purchase price		143,766
Net operating assets acquired and liabilities assumed		(1,367)
Total cash paid	$	142,399



Land	$	21,814
Buildings and improvements		85,436
Other assets (in-place lease value)		1,199
Total consolidated joint venture		108,449
Noncontrolling interest in consolidated joint venture		(4,032)
Net book value of joint venture at consolidation	$	104,417



			Purchase		Square	Occupancy at	Occupancy at
Property	Date Acquired	Location	Price		Feet	Acquisition	September 30, 2018
Northern Virginia and Fullerton	June, 2018	Lorton and Springfield,	$	143,766	1,057	76.1%	76.2%
Road Industrial Parks		Virginia
The Grove 270	September, 2016	Rockville, Maryland		13,250	226	18.5%	71.2%
Total			$	157,016	1,283	66.0%	75.3%



			Buildings and		Accumulated
	Land		Improvements		Depreciation		Total
Balances at December 31, 2016	$	789,227	$	2,224,522	$	(1,158,054)	$	1,855,695
Capital expenditures		—		39,321		—		39,321
Disposals		—		(9,180)		9,180		—
Depreciation and amortization		—		—		(70,465)		(70,465)
Transfer to properties held for disposition		—		—		25		25
Balances at September 30, 2017	$	789,227	$	2,254,663	$	(1,219,314)	$	1,824,576



	Dated: October ~~27, 2017~~26, 2018

	PS BUSINESS PARKS, INC.

	BY:	/s/ ~~Maria R. Hawthorne~~Jeffrey D. Hedges
		~~Maria R. Hawthorne~~Jeffrey D. Hedges
		Executive Vice President and Chief ~~Executive~~Financial Officer
		(Principal ~~Executive Officer and Principal~~ Financial Officer)


Exhibits

~~Exhibit 3.1~~	Certificate of Determination of Preferences of 5.25% Series X Cumulative Redeemable Preferred Stock of PS Business Parks, Inc. Filed as exhibit 3.1 to Registrant’s Current Report on Form 8- K dated September 12, 2017 (SEC File No. 001-10709) and incorporated herein by reference.

~~Exhibit 4.1~~	Deposit Agreement Relating to 5.25% Cumulative Preferred Stock, Series X of PS Business Parks, Inc. dated as of September 12, 2017. Filed as exhibit 4.1 to Registrant’s Current Report on Form 8-K dated September 12, 2017 (SEC File No. 001-10709) and incorporated herein by reference.

~~Exhibit 10.1~~	Separation Agreement and General Release, dated August 14, 2017, by and between the Company and Edward A. Stokx. Filed as exhibit 10.1 to Registrant’s Current Report on Form 8- K dated August 14, 2017 (SEC File No. 001-10709) and incorporated herein by reference.

~~Exhibit 10.2~~	~~Amendment to Agreement of Limited Partnership of PS Business Parks, L.P. relating to 5.25% Series X Cumulative Preferred Units, dated as of September 21, 2017. Filed herewith.~~

Exhibit 12	Statement re: Computation of Ratio of Earnings to Fixed Charges, Ratio of Earnings to Combined Fixed Charges and Income Allocation to Preferred ~~Equity Holder~~Shareholders and Supplemental Disclosure of Ratio of FFO to Fixed Charges and Ratio of ~~Earnings~~FFO to Combined Fixed Charges and Preferred Distributions. Filed herewith.

Exhibit 31.1	Certification of Chief Executive Officer ~~and~~pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

Exhibit 31.2	Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. Filed herewith.

Exhibit 32.1	Certifications of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

Exhibit 101.INS	XBRL Instance Document. Filed herewith.

Exhibit 101.SCH	XBRL Taxonomy Extension Schema. Filed herewith.

Exhibit 101.CAL	XBRL Taxonomy Extension Calculation Linkbase. Filed herewith.

Exhibit 101.DEF	XBRL Taxonomy Extension Definition Linkbase. Filed herewith.

Exhibit 101.LAB	XBRL Taxonomy Extension Label Linkbase. Filed herewith.

Exhibit 101.PRE	XBRL Taxonomy Extension Presentation Linkbase. Filed herewith.