Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2016 | Apr. 25, 2016 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2016 | |
Document Fiscal Year Focus | 2,016 | |
Document Fiscal Period Focus | Q1 | |
Amendment Flag | false | |
Entity Registrant Name | PS BUSINESS PARKS INC/CA | |
Entity Central Index Key | 866,368 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Large Accelerated Filer | |
Entity Common Stock, Shares Outstanding | 27,076,500 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2016 | Dec. 31, 2015 |
ASSETS | ||
Cash and cash equivalents | $ 195,254 | $ 188,912 |
Real estate facilities, at cost: | ||
Land | 793,569 | 793,569 |
Buildings and improvements | 2,220,404 | 2,215,515 |
Gross real estate investment property | 3,013,973 | 3,009,084 |
Accumulated depreciation | (1,104,710) | (1,082,603) |
Net real estate investment property | 1,909,263 | 1,926,481 |
Land and building held for development | 6,081 | 6,081 |
Total real estate investments | 1,915,344 | 1,932,562 |
Investment in unconsolidated joint venture | 30,676 | 26,736 |
Rent receivable, net | 3,055 | 2,234 |
Deferred rent receivable, net | 29,374 | 28,327 |
Other assets | 5,784 | 7,887 |
Total assets | 2,179,487 | 2,186,658 |
LIABILITIES AND EQUITY | ||
Accrued and other liabilities | 74,194 | 76,059 |
Mortgage note payable | 250,000 | 250,000 |
Total liabilities | $ 324,194 | $ 326,059 |
Commitments and contingencies | ||
PS Business Parks, Inc.'s shareholders' equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 36,800 shares issued and outstanding at March 31, 2016 and December 31, 2015 | $ 920,000 | $ 920,000 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 27,076,500 and 27,034,073 shares issued and outstanding at March 31, 2016 and December 31, 2015, respectively | 270 | 269 |
Paid-in capital | 723,646 | 722,009 |
Cumulative net income | 1,403,965 | 1,375,421 |
Cumulative distributions | (1,391,316) | (1,357,203) |
Total PS Business Parks, Inc.'s shareholders' equity | 1,656,565 | 1,660,496 |
Noncontrolling interests: | ||
Common units | 198,728 | 200,103 |
Total noncontrolling interests | 198,728 | 200,103 |
Total equity | 1,855,293 | 1,860,599 |
Total liabilities and equity | $ 2,179,487 | $ 2,186,658 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2016 | Dec. 31, 2015 |
Consolidated Balance Sheets [Abstract] | ||
Preferred stock, par value | $ 0.01 | $ 0.01 |
Preferred stock, shares authorized | 50,000,000 | 50,000,000 |
Preferred stock, shares issued | 36,800 | 36,800 |
Preferred stock, shares outstanding | 36,800 | 36,800 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,076,500 | 27,034,073 |
Common stock, shares outstanding | 27,076,500 | 27,034,073 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Revenues: | ||
Rental income | $ 95,845 | $ 92,315 |
Facility management fees | 128 | 147 |
Total operating revenues | 95,973 | 92,462 |
Expenses: | ||
Cost of operations | 31,894 | 31,746 |
Depreciation and amortization | 25,041 | 26,233 |
General and administrative | 3,635 | 3,399 |
Total operating expenses | 60,570 | 61,378 |
Other income and (expense): | ||
Interest and other income | 267 | 107 |
Interest and other expense | (3,190) | (3,323) |
Total other income and (expense) | (2,923) | (3,216) |
Gain on sale of real estate facilities | 12,487 | |
Net income | 32,480 | 40,355 |
Net income allocable to noncontrolling interests: | ||
Noncontrolling interests - common units | 3,936 | 5,364 |
Total net income allocable to noncontrolling interests | 3,936 | 5,364 |
Net income allocable to PS Business Parks, Inc.: | ||
Preferred shareholders | 13,833 | 15,122 |
Restricted stock unit holders | 142 | 98 |
Common shareholders | 14,569 | 19,771 |
Total net income allocable to PS Business Parks, Inc. | 28,544 | 34,991 |
Net income | $ 32,480 | $ 40,355 |
Net income per common share: | ||
Basic | $ 0.54 | $ 0.73 |
Diluted | $ 0.54 | $ 0.73 |
Weighted average common shares outstanding: | ||
Basic | 27,043 | 26,925 |
Diluted | 27,122 | 27,024 |
Dividends declared per common share | $ 0.75 | $ 0.50 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - 3 months ended Mar. 31, 2016 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Paid-In Capital [Member] | Cumulative Net Income [Member] | Cumulative Distributions [Member] | Total PS Business Parks, Inc.'s Shareholders' Equity [Member] | Noncontrolling Interests [Member] | Total |
Balances, value at Dec. 31, 2015 | $ 920,000 | $ 269 | $ 722,009 | $ 1,375,421 | $ (1,357,203) | $ 1,660,496 | $ 200,103 | $ 1,860,599 |
Balances, shares at Dec. 31, 2015 | 36,800 | 27,034,073 | ||||||
Exercise of stock options, value | $ 1 | 899 | 900 | 900 | ||||
Exercise of stock options, shares | 16,823 | |||||||
Stock compensation, net, value | 906 | 906 | 906 | |||||
Stock compensation, net, shares | 25,604 | |||||||
Net income | 28,544 | 28,544 | 32,480 | |||||
Net income, noncontrolling interests | 3,936 | 3,936 | ||||||
Distributions: | ||||||||
Preferred stock | (13,833) | (13,833) | (13,833) | |||||
Common stock | (20,280) | (20,280) | (20,280) | |||||
Noncontrolling interests | (5,479) | (5,479) | ||||||
Adjustment to noncontrolling interests in underlying operating partnership | (168) | (168) | 168 | |||||
Balances, value at Mar. 31, 2016 | $ 920,000 | $ 270 | $ 723,646 | $ 1,403,965 | $ (1,391,316) | $ 1,656,565 | $ 198,728 | $ 1,855,293 |
Balances, shares at Mar. 31, 2016 | 36,800 | 27,076,500 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Cash flows from operating activities: | ||
Net income | $ 32,480 | $ 40,355 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 25,041 | 26,233 |
In-place lease adjustment | (193) | (311) |
Tenant improvement reimbursements net of lease incentives | (423) | (397) |
Gain on sale of real estate facilities | (12,487) | |
Stock compensation | 2,805 | 2,404 |
Decrease (increase) in receivables and other assets | 46 | (1,004) |
Decrease in accrued and other liabilities | (4,283) | (530) |
Total adjustments | 22,993 | 13,908 |
Net cash provided by operating activities | 55,473 | 54,263 |
Cash flows from investing activities: | ||
Capital expenditures to real estate facilities | (6,499) | (10,572) |
Capital expenditures to land and building held for development | (1,172) | |
Investments in unconsolidated joint venture | (3,940) | |
Proceeds from sale of real estate facilities | 24,490 | |
Net cash provided by (used in) investing activities | (10,439) | 12,746 |
Cash flows from financing activities: | ||
Proceeds from the exercise of stock options | 900 | 785 |
Distributions paid to preferred shareholders | (13,833) | (15,122) |
Distributions paid to noncontrolling interests | (5,479) | (3,653) |
Distributions paid to common shareholders | (20,280) | (13,464) |
Net cash used in financing activities | (38,692) | (31,454) |
Net increase in cash and cash equivalents | 6,342 | 35,555 |
Cash and cash equivalents at the beginning of the period | 188,912 | 152,467 |
Cash and cash equivalents at the end of the period | 195,254 | 188,022 |
Adjustment to noncontrolling interests in underlying operating partnership: | ||
Noncontrolling interests - common units | 168 | 376 |
Paid-in capital | $ (168) | $ (376) |
Organization And Description Of
Organization And Description Of Business | 3 Months Ended |
Mar. 31, 2016 | |
Organization And Description Of Business [Abstract] | |
Organization And Description Of Business | 1. Organization and description of business PS Business Parks, Inc. (“PSB”) was incorporated in the state of California in 1990. As of March 31, 2016 , PSB owned 77.9 % of the common partnership units of PS Business Parks, L.P. (the “Operating Partnership”). The remaining common partnership units are owned by Public Storage (“PS”). PSB, as the sole general partner of the Operating Partnership, has full, exclusive and complete responsibility and discretion in managing and controlling the Operating Partnership. PSB and its subsidiaries, including the Operating Partnership are collectively referred to as the “Company.” Assuming issuance of the Company’s common stock upon redemption of its partnership units, PS would own 42.1 % ( or 14.5 million shares) of the outstanding shares of the Company’s common stock. The Company is a fully-integrated, self-advised and self-managed real estate investment trust (“REIT”) that owns, operates, acquires and develops commercial properties, primarily multi-tenant flex, office and industrial space. As of March 31, 2016 , the Company owned and operated 28.0 million rentable square feet of commercial space in six states. The Company also manages 800,000 rentable square feet on behalf of PS. References to the number of properties or square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States) . |
Summary Of Significant Accounti
Summary Of Significant Accounting Policies | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Summary Of Significant Accounting Policies | 2. Summary of significant accounting policies Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016 . For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . Consolidation and Equity Method of Accounting The Company accounts for its investment in a joint venture that it has significant influence over, but does not control, using the equity method of accounting eliminating intra-entity profits and losses as if the joint venture were a consolidated subsidiary. The accompanying consolidated financial statements include the accounts of PSB and the Operating Partnership. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The Company consolidates all variable interest entities for which it is the primary beneficiary. Generally, a variable interest entity is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership may be considered a variable interest entity if the limited partners do not participate in operating decisions. Under this criteria, the Operating Partnership is considered a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is an obligation of the Operating Partnership. Noncontrolling interests The Company’s noncontrolling interests are reported as a component of equity separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control are accounted for as equity transactions. In addition, net income attributable to the noncontrolling interests is included in consolidated net income on the face of the income statement and, upon a gain or loss of control, the interests purchased or sold, as we ll as any interests retained, are recorded at fair value with any gain or loss recognized in earnings. At the end of each reporting period, the Company determines the amount of equity (book value of net assets) which is allocable to the noncontrolling interests based upon the ownership interest, and an adjustment is made to the noncontrolling interests, with a corresponding adjustment to paid-in capital, to reflect the noncontrolling interests’ equity interest in the Company. Use of estimates 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. Allowance for doubtful accounts The Company monitors the collectability of its receivable balances including the deferred rent receivable on an ongoing basis. Based on these reviews, the Company maintains an allowance for doubtful accounts for estimated losses resulting from the possible inability of tenants to make contractual rent payments to the Company. A provision for doubtful accounts is recorded during each period. The allowance for doubtful accounts is netted against tenant and other receivables on the consolidated balance sheets. Tenant receivables are net of an allowance for uncollectible accounts totaling $ 400,000 at March 31, 2016 and December 31, 2015 . Deferred rent receivable is net of an allowance for uncollectible accounts totaling $ 890,000 and $ 909,000 at March 31, 2016 and December 31, 2015 , respectively. Financial instruments 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: * Level 1 —quoted prices for identical instruments in active markets; * Level 2 —quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and * Level 3 —fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 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. Carrying values of the C ompany’s mortgage note payable and unsecured credit facility 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 Real estate facilities are recorded at cost. 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, in excess of $1,000 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. Land and building held for development Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. Upon classification of an asset as held for development, depreciation of the asset is ceased. Properties held for disposition An asset is classified as an asset held for disposition when it meets certain requirements, which include, among other criteria, the approval of the sale of the asset, the marketing of the asset for sale and the expectation by the Company that the sale will likely occur within the next 12 months. Upon classification of an asset as held for disposition, depreciation of the asset is ceased, and the net book value of the asset is included on the balance sheet as properties held for disposition. Intangible assets/liabilities Intangible assets and liabilities include above-market and below-market in-place lease values of acquired properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease values (included in other assets and accrued liabilities in the accompanying consolidated balance sheets) are amortized to rental income over the remaining non-cancelable terms of the respective leases. As of March 31, 2016 , the value of in-place leases resulted in net intangible assets of $ 1.5 million, net of $ 8.8 million of accumulated amortization with a weighted average amortization period of 8.8 years, and net intangible liabilities of $ 1.5 million, net of $ 9.3 million of accumulated amortization with a weighted average amortization period of 5.6 years. As of December 31, 2015 , the value of in-place leases resulted in net intangible assets of $ 1.7 million, net of $ 8.6 million of accumulated amortization and net intangible liabilities of $ 1.8 million, net of $ 9.0 million of accumulated amortization. The Company recorded net increase s in rental income of $193,000 and $311,000 for the three months ended March 31, 2016 and 2015 , respectively , due to the amortization of net intangible liabilities resulting from the above-market and below-market lease values. Evaluation of asset impairment The Company evaluates its assets used in operations for impairment by identifying indicators of impairment and by comparing the sum of the estimated undiscounted future cash flows for each asset to the asset’s carrying value. When indicators of impairment are present and the sum of the estimated undiscounted future cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset’s current carrying value and its value based on discounting its estimated future cash flows. In addition, the Company evaluates its assets held for disposition for impairment. Assets held for disposition are reported at the lower of their carrying value or fair value, less cost of disposition. At March 31, 2016 , the Company did not consider any assets to be impaired. Stock compensation All share-based payments to employees, including grants of employee stock options, are recognized as stock compensation in the Company’s income statement based on their grant date fair values. See Note 11. Revenue and expense recognition The Company must meet four basic criteria before revenue can be recognized: persuasive evidence of an arrangement exists; 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 recognized on a straight-line basis over the terms of the leases. Straight-line rent is recognized for all tenants with contractual fixed increases in rent that are not included on the Company’s credit watch list. Deferred rent receivable represents rental revenue recognized on a straight-line basis in excess of billed rents. Reimbursements from tenants 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. Costs incurred in connection with leasing (primarily tenant improvements and lease commissions) are capitalized and amortized over the lease period. Gains from sales of real estate facilities The Company recognizes gains from sales of real estate facilities at the time of sale using the full accrual method, provided that various criteria related to the terms of the transactions and any subsequent involvement by the Company with 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. General and administrative expenses General and administrative expenses include executive and other compensation, office expenses, professional fees, acquisition transaction costs, state income taxes and other such administrative items. Income taxes The Company has qualified and intends to continue to qualify as a REIT, as defined in Section 856 of the Internal Revenue Code of 1986, as amended (the “Code”) . As a REIT, the Company is not subject to federal income tax to the extent that it distributes its REIT taxable income to its shareholders. A REIT must distribute at least 90% of its taxable income each year. In addition, REITs are subject to a number of organizational and operating requirements. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. The Company believes it met all organization and operating requirements to maintain its REIT status during 2015 and intends to continue to meet such requirements for 2016 . Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent that the “more likely than not” standard has been satisfied, the benefit associated with a position is measured as the largest amount that is greater than 50% likely of being recognized upon settlement. As of March 31, 2016 , the Company did not recognize any tax benefit for uncertain tax positions. Accounting for preferred equity issuance costs The Company records issuance costs as a reduction to paid-in capital on its balance sheet at the time the preferred securities are issued and reflects the carrying value of the preferred equity at the stated value. Such issuance costs are recorded as non-cash preferred equity distributions at the time the Company notifies the holders of preferred stock of its intent to redeem such shares. Net income allocation Net income was allocated as follows (in thousands) : For The Three Months Ended March 31, 2016 2015 Net income allocable to noncontrolling interests: Noncontrolling interests — common units $ 3,936 $ 5,364 Total net income allocable to noncontrolling interests 3,936 5,364 Net income allocable to PS Business Parks, Inc.: Preferred shareholders 13,833 15,122 Restricted stock unit holders 142 98 Common shareholders 14,569 19,771 Total net income allocable to PS Business Parks, Inc. 28,544 34,991 Net income $ 32,480 $ 40,355 Net income per common share Per share amounts are computed using the number of weighted average common shares outstanding. “Diluted” weighted average common shares outstanding includes the dilutive effect of stock options and restricted stock units under the treasury stock method. “Basic” weighted average common shares outstanding excludes such effect. The Company's restricted stock units are participating securities and are included in the computation of basic and diluted weighted average common shares outstanding. The Company’s restricted stock unit holders are paid non-forfeitable dividends in excess of the expense recorded which results in a reduction in net income allocable to common shareholders and unit holders. Earnings per share has been calculated as follows ( in thousands, except per share amounts ): For The Three Months Ended March 31, 2016 2015 Net income allocable to common shareholders $ 14,569 $ 19,771 Weighted average common shares outstanding: Basic weighted average common shares outstanding 27,043 26,925 Net effect of dilutive stock compensation—based on treasury stock method using average market price 79 99 Diluted weighted average common shares outstanding 27,122 27,024 Net income per common share—Basic $ 0.54 $ 0.73 Net income per common share—Diluted $ 0.54 $ 0.73 Options to purchase 16,000 shares for the three months ended March 31, 2015, were not included in the computation of diluted net income per share because such options were considered anti-dilutive. Segment reporting The Company views its operations as one segment. Reclassifications Certain reclassifications have been made to the consolidated financial statements for 2015 in order to conform to the 2016 presentation. Recently issued accounting s tandards In March , 2016, the FASB issued new accounting guidance, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements . In February , 2015, the FASB issued new accounting guidance, which amended the existing accounting standards for consolidation under both the variable interest model and the voting model . On January 1, 2016, the Company adopted this guidance and as the Operating Partnership is already consolidated in the balance sheets of the Company, the identification of this entity as a variable interest entity has no impact on the consolidated financial statements of the Company. Additionally, the Company’s accounting for its investment in its joint venture was not impacted by the adoption of this guidance. In May, 2014, the FASB issued new accounting guidance which amended the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. This guidance is currently effective for the Company’s fiscal year beginning January 1, 2018. Early adoption is permitted for the Company’s fiscal year beginning January 1, 2017. The amendment allows for full retrospective adoption applied to all periods presented or modified retrospective adoption with the cumulative effect of initial ly applying the standard recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements . |
Real Estate Facilities
Real Estate Facilities | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Facilities [Abstract] | |
Real Estate Facilities | 3. Real estate facilities The activity in real estate facilities for the three months ended March 31, 2016 is as f ollows (in thousands) : Buildings and Accumulated Land Improvements Depreciation Total Balances at December 31, 2015 $ 793,569 $ 2,215,515 $ (1,082,603) $ 1,926,481 Capital expenditures, net — 7,823 — 7,823 Disposals — (2,934) 2,934 — Depreciation and amortization — — (25,041) (25,041) Balances at March 31, 2016 $ 793,569 $ 2,220,404 $ (1,104,710) $ 1,909,263 The purchase price of acquired properties is recorded to land, buildings and improvements (including tenant improvements, unamortized lease commissions, acquired in-place lease values, and tenant relationships, if any) and intangible assets and liabilities associated with the value of above-market and below-market leases based on their respective estimated fair values. Acquisition-related costs are expensed as incurred. In determining the fair value of the tangible assets of the acquired properties, management considers the value of the properties as if vacant as of the acquisition date. Management must make significant assumptions in determining the value of assets acquired and liabilities assumed. Using different assumptions in the recording of the purchase cost of the acquired properties would affect the timing of recognition of the related revenue and expenses. Amounts recorded to land are derived from comparable sales of land within the same region. Amounts recorded to 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. During the first quarter of 2015, the Company sold Milwaukie Business Park located in Milwaukie, Oregon, aggregating 102,000 square feet for net proceeds of $10.6 million, which resulted in a gain of $7.6 million. Additionally, as part of an eminent domain process, the Company sold five buildings, aggregating 82,000 square feet, at the Company’s Overlake Business Park located in Redmond, Washington, for $13.9 million, which resulted in a gain of $4.8 million. |
Investment in Unconsolidated Jo
Investment in Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2016 | |
Investment in Unconsolidated Joint Venture [Abstract] | |
Investment in Unconsolidated Joint Venture | 4 . Investment in unconsolidated joint venture In 2013, the Compa ny entered into a joint venture known as Amherst JV LLC (the “Joint Venture”) , in which it has a 95.0% economic interest, with an unrelated real estate development company for the purpose of developing a 395 -unit multi-family building on a five -acre site within its Westpark Business Park in Tysons, Virginia. The Company contributed the site, along with capitalized improvements, to the Joint Venture on October 5, 2015 and has reflected the land and costs to date as investment in unconsolidated joint venture. The Company’s pa rtner in the Joint Venture serve s as the managing member, with mutual consent from both the Company and the managing member required for all significant decisions. As such, the Company accounts for its investment in the Joint Venture using the equity method. Demolition, site preparation and construction commenced in October, 2015. The Company’s investment in unconsolidated joint venture wa s $30.7 million and $26.7 million as of March 31, 2016 and December 31, 2015, respectively. During the quarter ended March 31, 2016 , the Company capitalized costs of $3.9 million related to this development , of which $394,000 related to capitalized interest. During the quarter ended March 31, 2015 , the Compan y capitalized costs of $1.2 million related to this development, of which $260,000 related to capitalized interest. |
Leasing Activity
Leasing Activity | 3 Months Ended |
Mar. 31, 2016 | |
Leasing Activity [Abstract] | |
Leasing Activity | 5 . Leasing activity The Company leases space in its real estate facilities to tenants primarily under non-cancelable leases generally ranging from one to 10 years. Future minimum rental revenues, excluding recovery of operating expenses under these leases, are as follows as of March 31, 2016 (in thousands ) : 2016 $ 206,047 2017 218,664 2018 160,290 2019 106,482 2020 68,808 Thereafter 130,082 Total $ 890,373 In addition to minimum rental payments, certain tenants reimburse the Company for their pro rata share of specified operating expenses. Such reimbursements amounted to $ 20.8 million and $ 20.1 million for the three months ended March 31, 2016 and 2015 , respectively . These amounts are included as rental income in the accompanying consolidated statements of income. Leases accounting for 3.1% of total leased square footage are subject to termination options, of which 1.5% of total leased square footage have termination options exerc isable through December 31, 2016 (unaudited ) . In general, these leases provide for termination payments should the termination options be exercised. The future minimum rental revenues in the above table assume such options are not exercised. |
Bank Loans
Bank Loans | 3 Months Ended |
Mar. 31, 2016 | |
Bank Loans [Abstract] | |
Bank Loans | 6 . Bank loans The Company has a 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 May 1, 2019 . The rate of interest charged on borrowings is based on the London Interbank Offered Rate (“LIBOR”) plus 0.875% to LIBOR plus 1.70% depending on the Company’s credit ratings. Currently, the Company’s rate under the Credit Facility is LIBOR plus 0.875% . In addition, the Company is required to pay an annual facility fee ranging from 0.125% to 0.30% of the borrowing limit depending on the Company’s credit ratings (currently 0.125 %). The Company had no balance outstanding on the Credit Facilit y at March 31, 2016 and December 31, 2015 . The Company had $ 712,000 and $ 769,000 of unamortized commitment fees as of March 31, 2016 and December 31, 2015 , respectively. The Credit Facility requires the Company to meet certain covenants, all of which the Company was in compliance with as of March 31, 2016 . Interest on outstanding borrowings is payable monthly . |
Mortgage Note Payable
Mortgage Note Payable | 3 Months Ended |
Mar. 31, 2016 | |
Mortgage Note Payable [Abstract] | |
Mortgage Note Payable | 7. Mortgage note payable The Company has a $ 250.0 million mortgage note payable with a fixed interest rate of 5.45% secured by 4.8 million square feet of commercial properties with a net book value of $ 4 14.9 million at March 31, 2016 . The interest is payable monthly with a maturity date of December 1, 2016 , prepay able without penalty on June 1, 2016 . |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2016 | |
Noncontrolling Interests [Abstract] | |
Noncontrolling Interests | 8 . Noncontrolling interests As described in Note 2, the Company reports noncontrolling interests within equity in the consolidated financial statements, but separate from the Company’s shareholders’ equity. In addition, net income allocable to noncontrolling interests is shown as a reduction from net income in calculating net income allocable to common shareholders. Common partnership units The Company presents the accounts of PSB and the Operating Partnership on a consolidated basis. Ownership interests in the Operating Partnership that can be redeemed for common stock, other than PSB’s interest, are classified as noncontr olling interests— common units in the consolidated financial statements. Net income allocabl e to noncontrolling interests— common units consists of the common units’ share of the consolidated operating results after allocation to preferred units and shares. Beginning one year from the date of admission as a limited partner (common units) and subject to certain limitations described below, each limited partner other than PSB has the right to require the redemption of its partnership interest. A limited partner (common units) that exercises its redemption right will receive cash from the Operating Partnership in an amount equal to the market value (as defined in the Operating Partnership Agreement) of the partnership interests redeemed. In lieu of the Operating Partnership redeeming the common units for cash, PSB, as general partner, has the right to elect to acquire the partnership interest directly from a limited partner exercising its redemption right, in exchange for cash in the amount specified above or by issuance of one share of PSB common stock for each unit of limited partnership interest redeemed. A limited partner (common units) cannot exercise its redemption right if delivery of shares of PSB common stock would be prohibited under the applicable articles of incorporation, or if the general partner believes that there is a risk that delivery of shares of common stock would cause the general partner to no longer qualify as a REIT, would cause a violation of the applicable securities laws, or would result in the Operating Partnership no longer being treated as a partnership for federal income tax purposes. At March 31, 2016 , there were 7,305,355 common units owned by PS, which are accounted for as noncontrolling interests. Combined with PS’s existing common stock ownership, on a fully converted basis, PS has a combined ownership of 42.1 % ( or 14.5 million shares) of the Company’s common equity. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 9 . Related party transactions The Operating Partnership manages industrial, office and retail facilities for PS. These facilities, all located in the United States, operate under the “Public Storage” or “PS Business Parks” names. The PS Business Parks name and logo are owned by PS and licensed to the Company under a non-exclusive, royalty-free license agreement. The license can be terminated by either party for any reason with six months written notice. Under the property management contract with PS, the Operating Partnership is compensated based on a percentage of the gross revenues of the facilities managed. Under the supervision of the property owners, the Operating Partnership coordinates rental policies, rent collections, marketing activities, the purchase of equipment and supplies, maintenance activities, and the selection and engagement of vendors, suppliers and independent contractors. In addition, the Operating Partnership assists and advises the property owners in establishing policies for the hire, discharge and supervision of employees for the operation of these facilities, including property managers and leasing, billing and maintenance personnel. The property management contract with PS is for a seven -year term with the agreement automatically extending for an additional one -year period upon each one-year anniversary of its commencement (unless cancelled by either party). Either party can give notice of its intent to cancel the agreement upon expiration of its current term. Management fee revenues under this contract were $ 128,000 and $ 147,000 for the three months ended March 31, 2016 and 2015 , respectively . PS also provides property management services for the self-storage component of two assets owned by the Company. These self-storage facilities, located in Palm Beach County, Florida, operate under the “Public Storage” name. Under the property management contract, PS is compensated based on a percentage of the gross revenues of the facilities managed. Under the supervision of the Company, PS coordinates rental policies, rent collections, marketing activities, the purchase of equipment and supplies, maintenance activities, and the selection and engagement of vendors, suppliers and independent contractors. In addition, PS is responsible for establishing the policies for the hire, discharge and supervision of employees for the operation of these facilities, including on-site managers, assistant managers and associate managers. Either the Company or PS can cancel the property management contract upon 60 days’ notice. Management fee expenses under the contract were $ 21,000 and $ 19,000 for the three months ended March 31, 2016 and 2015 , respectively. Pursuant to a cost sharing and administrative services agreement, the Company shares costs with PS for certain administrative services and rental of corporate office space, which are allocated to PS in accordance with a methodology intended to fairly allocate those costs. These costs totaled $ 123,000 and $ 117,000 for the three months ended March 31, 2016 and 2015 , respectively. The Company had net amounts due to PS of $ 238,000 at March 31, 2016 and due from PS of $ 57,000 at December 31, 2015 , respectively, for these contracts, as well as for certain operating expenses paid by the Company on behalf of PS. |
Shareholders' Equity
Shareholders' Equity | 3 Months Ended |
Mar. 31, 2016 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 10 . Shareholders’ equity Preferred stock As of March 31, 2016 and December 31, 2015 , the Company had the following series of preferred stock outstanding: Earliest Potential Dividend Shares Amount Series Issuance Date Redemption Date Rate Outstanding (in thousands) Series S January, 2012 January, 2017 6.450% 9,200 $ 230,000 Series T May, 2012 May, 2017 6.000% 14,000 350,000 Series U September, 2012 September, 2017 5.750% 9,200 230,000 Series V March, 2013 March, 2018 5.700% 4,400 110,000 Total 36,800 $ 920,000 The Company paid $13.8 million and $15.1 million in distributions to its preferred shareholders for the three months ended March 31, 2016 and 2015, respectively. Holders of the Company’s 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 until all events of default have been cured. At March 31, 2016 , 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 noted redemption dates. 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. The Company had $29.3 million of deferred costs in connection with the issuance of preferred stock as of March 31, 2016 and December 31, 2015 , which the Company will report as additional non-cash distributions upon notice of its intent to redeem such shares. Common stock No shares of common stock were repurchased under the board approved common stock repurchase program during either of the three months ended March 31, 2016 and 2015 . The Company paid $ 20.3 million ($ 0. 75 per common share) and $13.5 million ( $0.50 per common share) in distributions to its common shareholders for the three months ended March 31, 2016 and 2015 , respectively . Equity stock In addition to common and preferred stock, 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 of Directors broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock. |
Commitments And Contingencies
Commitments And Contingencies | 3 Months Ended |
Mar. 31, 2016 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 11 . Commitments and contingencies The Company currently is neither subject to any other material litigation nor, to management’s knowledge, is any material litigation currently threatened against the Company other than routine litigation and administrative proceedings arising in the ordinary course of business. |
Stock Compensation
Stock Compensation | 3 Months Ended |
Mar. 31, 2016 | |
Stock Compensation [Abstract] | |
Stock Compensation | 12 . Stock compensation PSB has a 2003 Stock Option and Incentive Plan (the “2003 Plan”) and a 2012 Equity and Performance-Based Incentive Compensation Plan (the “2012 Plan”) covering 1.5 million and 1.0 million shares of PSB’s common stock , respectively . Under the 2003 Plan and 2012 Plan, PSB has granted non-qualified options to certain directors, officers and key employees to purchase shares of PSB’s common stock at a price not less than the fair market value of the common stock at the date of grant. Additionally, under the 2003 Plan and 2012 Plan, PSB has granted restricted shares of common stock to certain directors and restricted stock units to officers and key employees. No options were granted for the three months ended March 31, 2016 and 2015. The weighted average grant date fair value of restricted stock unit s granted during the three months ended March 31, 2016 and 2015 was $83.59 and $83.47 , respectively. The Company calculated the fair value of each restricted stock unit grant using the market value on the date of grant. At March 31, 2016 , there was a combined total of 1.2 million options and restricted stock units authorized to be granted. Information with respect to outstanding options and nonvested restricted stock units granted under the 2003 Plan and 2012 Plan is as follows: Weighted Aggregate Weighted Average Intrinsic Number of Average Remaining Value Options: Options Exercise Price Contract Life (in thousands) Outstanding at December 31, 2015 258,674 $ 60.76 Granted — $ — Exercised (16,823) $ 53.48 Forfeited — $ — Outstanding at March 31, 2016 241,851 $ 61.27 4.86 Years $ 9,491 Exercisable at March 31, 2016 182,312 $ 56.63 3.97 Years $ 8,000 Weighted Number of Average Grant Restricted Stock Units: Units Date Fair Value Nonvested at December 31, 2015 78,652 $ 78.44 Granted 99,150 $ 83.59 Vested (43,689) $ 81.99 Forfeited (870) $ 66.83 Nonvested at March 31, 2016 133,243 $ 34.54 Effective March, 2014, the Company entered into a performance-based restricted stock unit program, the Senior Management Long-Term Equity Incentive Program for 2014-2017 (“2014 LTEIP”), with certain employees of the Company. Under the 2014 LTEIP, the Company established three levels of targeted restricted stock unit awards for certain employees, which would be earned only if the Company achieved one of three defined targets during 2014 to 2017. Under the 2014 LTEIP there is 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 t argets 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 is not achieved for an annual award, the shares allocated to be awarded for such year are added to the shares that may be received if the four-year target is achieved. All restricted stock unit awards under the 2014 LTEIP vest in four equal annual installments beginning from the date of award. Up to 99,150 restricted stock units would be granted for each of the four years assuming achievement was met and up to 99,150 restricted stock units would be granted for the cumulative four -year period assuming achievement was met. Compensation expense is recognized based on the shares expected to be awarded based on the target level that is expected to be achieved. Net compensation expense of $ 2.5 million and $2.1 million related to the 2014 LTEIP was recognized during the three months ended March 31, 2016 and 2015 , respectively . In connection with t he 2014 LTEIP , targets for 2015 were achieved at the highest threshold total return level . As such, 99,150 restricted stock units were granted during the three months ended March 31, 2016 at a weighted average grant date fair value of $8 3.59 . Included in the Company’s consolidated statements of income for the three months ended March 31, 2016 and 2015 , was $ 131,000 and $ 128,000 , respectively, in net compensation expense related to stock options. Excluding the 2014 LTEIP amortization of $2.5 million and $2.1 million , respectively, net compensation expense of $ 122,000 and $107,000 related to restricted stock units was recognized during the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 , there was $ 332,000 of unamortized compensation expense related to stock options expected to be recognized over a weighted average period of 2.8 years. As of March 31, 2016 , there was $ 19.6 million (includes $ 18.0 million from the 2014 LTEIP) of unamortized compensation expense related to restricted stock units expected to be recognized over a weighted average period of 4.2 years. Cash received from 16,823 stock options exercised during the three months ended March 31, 2016 was $900,000 . Cash received from 15,500 stock options exercised during the three months ended March 31, 2015 was $ 785,000 . The aggregate intrinsic value of the stock options exercised was $ 723,000 and $439,000 during the three months ended March 31, 2016 and 2015 , respectively. During the three months ended March 31, 2016 , 43,689 restricted stock units vested ( 40,689 related to the 2014 LTEIP); in settlement of these units, 25,604 shares were issued ( 23,966 related to the 2014 LTEIP), net of shares applied to payroll taxes. The aggregate fair value of the shares vested for the three months ended March 31, 2016 was $ 3.6 million ($ 3.4 million related to the 2014 LTEIP). In April , 2015, the shareholders of the Company approved the issuance of up to 130,000 shares of common stock under the Retirement Plan for Non-Employee Directors (the “Director Plan”). Under the Director Plan, the Company grants 1,000 shares of common stock for each year served as a director up to a maximum of 8,000 shares issued upon retirement. T he Company recognizes compensation expense over the requisite service period . As a result, included in the Company’s consolidated statements of income was $83,000 and $ 78,000 in compensation expense for the three months ended March 31, 2016 and 2015 , respectively. As of March 31, 2016 and 2015 , there was $ 1.1 million and $ 1. 5 million , respectively, of unamortized compensation expense related to these shares. No shares were issued during the three months ended March 31, 2016 and 2015 . |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of presentation The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2016 are not necessarily indicative of the results that may be expected for the year ended December 31, 2016 . For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 . |
Consolidation And Equity Method Of Accounting | Consolidation and Equity Method of Accounting The Company accounts for its investment in a joint venture that it has significant influence over, but does not control, using the equity method of accounting eliminating intra-entity profits and losses as if the joint venture were a consolidated subsidiary. The accompanying consolidated financial statements include the accounts of PSB and the Operating Partnership. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The Company consolidates all variable interest entities for which it is the primary beneficiary. Generally, a variable interest entity is a legal entity in which the equity investors do not have the characteristics of a controlling financial interest or the equity investors lack sufficient equity at risk for the entity to finance its activities without additional subordinated financial support. A limited partnership may be considered a variable interest entity if the limited partners do not participate in operating decisions. Under this criteria, the Operating Partnership is considered a variable interest entity. The Company’s significant asset is its investment in the Operating Partnership, and consequently, substantially all of the Company’s assets and liabilities represent those assets and liabilities of the Operating Partnership. All of the Company’s debt is an obligation of the Operating Partnership. |
Noncontrolling Interests | Noncontrolling interests The Company’s noncontrolling interests are reported as a component of equity separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control are accounted for as equity transactions. In addition, net income attributable to the noncontrolling interests is included in consolidated net income on the face of the income statement and, upon a gain or loss of control, the interests purchased or sold, as we ll as any interests retained, are recorded at fair value with any gain or loss recognized in earnings. At the end of each reporting period, the Company determines the amount of equity (book value of net assets) which is allocable to the noncontrolling interests based upon the ownership interest, and an adjustment is made to the noncontrolling interests, with a corresponding adjustment to paid-in capital, to reflect the noncontrolling interests’ equity interest in the Company. |
Use Of Estimates | Use of estimates 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. |
Allowance For Doubtful Accounts | Allowance for doubtful accounts The Company monitors the collectability of its receivable balances including the deferred rent receivable on an ongoing basis. Based on these reviews, the Company maintains an allowance for doubtful accounts for estimated losses resulting from the possible inability of tenants to make contractual rent payments to the Company. A provision for doubtful accounts is recorded during each period. The allowance for doubtful accounts is netted against tenant and other receivables on the consolidated balance sheets. Tenant receivables are net of an allowance for uncollectible accounts totaling $ 400,000 at March 31, 2016 and December 31, 2015 . Deferred rent receivable is net of an allowance for uncollectible accounts totaling $ 890,000 and $ 909,000 at March 31, 2016 and December 31, 2015 , respectively. |
Financial Instruments | Financial instruments 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: * Level 1 —quoted prices for identical instruments in active markets; * Level 2 —quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and * Level 3 —fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. 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 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. Carrying values of the C ompany’s mortgage note payable and unsecured credit facility 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 | Real estate facilities Real estate facilities are recorded at cost. 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, in excess of $1,000 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. |
Land And Building Held For Development | Land and building held for development Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. Upon classification of an asset as held for development, depreciation of the asset is ceased. |
Properties Held For Disposition | Properties held for disposition An asset is classified as an asset held for disposition when it meets certain requirements, which include, among other criteria, the approval of the sale of the asset, the marketing of the asset for sale and the expectation by the Company that the sale will likely occur within the next 12 months. Upon classification of an asset as held for disposition, depreciation of the asset is ceased, and the net book value of the asset is included on the balance sheet as properties held for disposition. |
Intangible Assets/Liabilities | Intangible assets/liabilities Intangible assets and liabilities include above-market and below-market in-place lease values of acquired properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease values (included in other assets and accrued liabilities in the accompanying consolidated balance sheets) are amortized to rental income over the remaining non-cancelable terms of the respective leases. As of March 31, 2016 , the value of in-place leases resulted in net intangible assets of $ 1.5 million, net of $ 8.8 million of accumulated amortization with a weighted average amortization period of 8.8 years, and net intangible liabilities of $ 1.5 million, net of $ 9.3 million of accumulated amortization with a weighted average amortization period of 5.6 years. As of December 31, 2015 , the value of in-place leases resulted in net intangible assets of $ 1.7 million, net of $ 8.6 million of accumulated amortization and net intangible liabilities of $ 1.8 million, net of $ 9.0 million of accumulated amortization. The Company recorded net increase s in rental income of $193,000 and $311,000 for the three months ended March 31, 2016 and 2015 , respectively , due to the amortization of net intangible liabilities resulting from the above-market and below-market lease values. |
Evaluation Of Asset Impairment | Evaluation of asset impairment The Company evaluates its assets used in operations for impairment by identifying indicators of impairment and by comparing the sum of the estimated undiscounted future cash flows for each asset to the asset’s carrying value. When indicators of impairment are present and the sum of the estimated undiscounted future cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset’s current carrying value and its value based on discounting its estimated future cash flows. In addition, the Company evaluates its assets held for disposition for impairment. Assets held for disposition are reported at the lower of their carrying value or fair value, less cost of disposition. At March 31, 2016 , the Company did not consider any assets to be impaired. |
Stock Compensation | Stock compensation All share-based payments to employees, including grants of employee stock options, are recognized as stock compensation in the Company’s income statement based on their grant date fair values. See Note 11. |
Revenue And Expense Recognition | Revenue and expense recognition The Company must meet four basic criteria before revenue can be recognized: persuasive evidence of an arrangement exists; 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 recognized on a straight-line basis over the terms of the leases. Straight-line rent is recognized for all tenants with contractual fixed increases in rent that are not included on the Company’s credit watch list. Deferred rent receivable represents rental revenue recognized on a straight-line basis in excess of billed rents. Reimbursements from tenants 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. Costs incurred in connection with leasing (primarily tenant improvements and lease commissions) are capitalized and amortized over the lease period. |
Gains From Sales Of Real Estate Facilities | Gains from sales of real estate facilities The Company recognizes gains from sales of real estate facilities at the time of sale using the full accrual method, provided that various criteria related to the terms of the transactions and any subsequent involvement by the Company with 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. |
General And Administrative Expenses | General and administrative expenses General and administrative expenses include executive and other compensation, office expenses, professional fees, acquisition transaction costs, state income taxes and other such administrative items. |
Income Taxes | Income taxes The Company has qualified and intends to continue to qualify as a REIT, as defined in Section 856 of the Internal Revenue Code of 1986, as amended (the “Code”) . As a REIT, the Company is not subject to federal income tax to the extent that it distributes its REIT taxable income to its shareholders. A REIT must distribute at least 90% of its taxable income each year. In addition, REITs are subject to a number of organizational and operating requirements. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. The Company believes it met all organization and operating requirements to maintain its REIT status during 2015 and intends to continue to meet such requirements for 2016 . Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements. The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent that the “more likely than not” standard has been satisfied, the benefit associated with a position is measured as the largest amount that is greater than 50% likely of being recognized upon settlement. As of March 31, 2016 , the Company did not recognize any tax benefit for uncertain tax positions. |
Accounting For Preferred Equity Issuance Costs | Accounting for preferred equity issuance costs The Company records issuance costs as a reduction to paid-in capital on its balance sheet at the time the preferred securities are issued and reflects the carrying value of the preferred equity at the stated value. Such issuance costs are recorded as non-cash preferred equity distributions at the time the Company notifies the holders of preferred stock of its intent to redeem such shares. |
Net Income Allocation | Net income allocation Net income was allocated as follows (in thousands) : For The Three Months Ended March 31, 2016 2015 Net income allocable to noncontrolling interests: Noncontrolling interests — common units $ 3,936 $ 5,364 Total net income allocable to noncontrolling interests 3,936 5,364 Net income allocable to PS Business Parks, Inc.: Preferred shareholders 13,833 15,122 Restricted stock unit holders 142 98 Common shareholders 14,569 19,771 Total net income allocable to PS Business Parks, Inc. 28,544 34,991 Net income $ 32,480 $ 40,355 |
Net Income Per Common Share | Net income per common share Per share amounts are computed using the number of weighted average common shares outstanding. “Diluted” weighted average common shares outstanding includes the dilutive effect of stock options and restricted stock units under the treasury stock method. “Basic” weighted average common shares outstanding excludes such effect. The Company's restricted stock units are participating securities and are included in the computation of basic and diluted weighted average common shares outstanding. The Company’s restricted stock unit holders are paid non-forfeitable dividends in excess of the expense recorded which results in a reduction in net income allocable to common shareholders and unit holders. Earnings per share has been calculated as follows ( in thousands, except per share amounts ): For The Three Months Ended March 31, 2016 2015 Net income allocable to common shareholders $ 14,569 $ 19,771 Weighted average common shares outstanding: Basic weighted average common shares outstanding 27,043 26,925 Net effect of dilutive stock compensation—based on treasury stock method using average market price 79 99 Diluted weighted average common shares outstanding 27,122 27,024 Net income per common share—Basic $ 0.54 $ 0.73 Net income per common share—Diluted $ 0.54 $ 0.73 Options to purchase 16,000 shares for the three months ended March 31, 2015, were not included in the computation of diluted net income per share because such options were considered anti-dilutive. |
Segment Reporting | Segment reporting The Company views its operations as one segment. |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated financial statements for 2015 in order to conform to the 2016 presentation. |
Recently Issued Accounting Standards | Recently issued accounting s tandards In March , 2016, the FASB issued new accounting guidance, which is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. This guidance is effective prospectively for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements . In February , 2015, the FASB issued new accounting guidance, which amended the existing accounting standards for consolidation under both the variable interest model and the voting model . On January 1, 2016, the Company adopted this guidance and as the Operating Partnership is already consolidated in the balance sheets of the Company, the identification of this entity as a variable interest entity has no impact on the consolidated financial statements of the Company. Additionally, the Company’s accounting for its investment in its joint venture was not impacted by the adoption of this guidance. In May, 2014, the FASB issued new accounting guidance which amended the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. This guidance is currently effective for the Company’s fiscal year beginning January 1, 2018. Early adoption is permitted for the Company’s fiscal year beginning January 1, 2017. The amendment allows for full retrospective adoption applied to all periods presented or modified retrospective adoption with the cumulative effect of initial ly applying the standard recognized at the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements . |
Summary Of Significant Accoun20
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Summary Of Significant Accounting Policies [Abstract] | |
Net Income Allocation | For The Three Months Ended March 31, 2016 2015 Net income allocable to noncontrolling interests: Noncontrolling interests — common units $ 3,936 $ 5,364 Total net income allocable to noncontrolling interests 3,936 5,364 Net income allocable to PS Business Parks, Inc.: Preferred shareholders 13,833 15,122 Restricted stock unit holders 142 98 Common shareholders 14,569 19,771 Total net income allocable to PS Business Parks, Inc. 28,544 34,991 Net income $ 32,480 $ 40,355 |
Calculation Of Earnings Per Share | For The Three Months Ended March 31, 2016 2015 Net income allocable to common shareholders $ 14,569 $ 19,771 Weighted average common shares outstanding: Basic weighted average common shares outstanding 27,043 26,925 Net effect of dilutive stock compensation—based on treasury stock method using average market price 79 99 Diluted weighted average common shares outstanding 27,122 27,024 Net income per common share—Basic $ 0.54 $ 0.73 Net income per common share—Diluted $ 0.54 $ 0.73 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Real Estate Facilities [Abstract] | |
Activity In Real Estate Facilities | Buildings and Accumulated Land Improvements Depreciation Total Balances at December 31, 2015 $ 793,569 $ 2,215,515 $ (1,082,603) $ 1,926,481 Capital expenditures, net — 7,823 — 7,823 Disposals — (2,934) 2,934 — Depreciation and amortization — — (25,041) (25,041) Balances at March 31, 2016 $ 793,569 $ 2,220,404 $ (1,104,710) $ 1,909,263 |
Leasing Activity (Tables)
Leasing Activity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Leasing Activity [Abstract] | |
Summary Of Future Minimum Rental Revenues Excluding Recovery Of Operating Expenses | 2016 $ 206,047 2017 218,664 2018 160,290 2019 106,482 2020 68,808 Thereafter 130,082 Total $ 890,373 |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Shareholders' Equity [Abstract] | |
Schedule Of Preferred Stock Outstanding | Earliest Potential Dividend Shares Amount Series Issuance Date Redemption Date Rate Outstanding (in thousands) Series S January, 2012 January, 2017 6.450% 9,200 $ 230,000 Series T May, 2012 May, 2017 6.000% 14,000 350,000 Series U September, 2012 September, 2017 5.750% 9,200 230,000 Series V March, 2013 March, 2018 5.700% 4,400 110,000 Total 36,800 $ 920,000 |
Stock Compensation (Tables)
Stock Compensation (Tables) | 3 Months Ended |
Mar. 31, 2016 | |
Stock Compensation [Abstract] | |
Summary Of Stock Options Activity | Weighted Aggregate Weighted Average Intrinsic Number of Average Remaining Value Options: Options Exercise Price Contract Life (in thousands) Outstanding at December 31, 2015 258,674 $ 60.76 Granted — $ — Exercised (16,823) $ 53.48 Forfeited — $ — Outstanding at March 31, 2016 241,851 $ 61.27 4.86 Years $ 9,491 Exercisable at March 31, 2016 182,312 $ 56.63 3.97 Years $ 8,000 |
Nonvested Restricted Stock Units | Weighted Number of Average Grant Restricted Stock Units: Units Date Fair Value Nonvested at December 31, 2015 78,652 $ 78.44 Granted 99,150 $ 83.59 Vested (43,689) $ 81.99 Forfeited (870) $ 66.83 Nonvested at March 31, 2016 133,243 $ 34.54 |
Organization And Description 25
Organization And Description Of Business (Details) shares in Millions | Mar. 31, 2016ft²stateshares |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
The Company's ownership percentage of the limited partnership | 77.90% |
Owned and operated properties (in rentable square feet) | 28,000,000 |
Number of states with rentable commercial space | state | 6 |
Managed properties (in rentable square feet) | 800,000 |
PS [Member] | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | |
Affiliate's percent ownership of the Company's common equity | 42.10% |
Shares owned by Public Storage | shares | 14.5 |
Summary Of Significant Accoun26
Summary Of Significant Accounting Policies (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)segment | Mar. 31, 2015USD ($)shares | Dec. 31, 2015USD ($) | |
Property, Plant and Equipment [Line Items] | |||
Allowance for uncollectible accounts | $ 400,000 | $ 400,000 | |
Allowance for uncollectable deferred rent receivables | $ 890,000 | 909,000 | |
Cash and cash equivalents maximum benchmark (in months) | 3 months | ||
Minimum expenditure costs subject to capitalization and depreciation | $ 2,000 | ||
Minimum expected future benefit period on expenditures cost to be capitalized and depreciated (in years) | 2 years | ||
Minimum transaction cost subject to capitalization and depreciation | $ 1,000 | ||
Minimum expected future benefit period on transaction cost to be capitalized and depreciated (in years) | 1 year | ||
Maximum transaction costs subject to being expensed as incurred | $ 1,000 | ||
Maximum length of lease period for transaction costs to be expensed as incurred | 1 year | ||
Length of time criteria for expected sale of assets to be classified as properties held for disposition | 12 months | ||
Increase (decrease) in rental income due to amortization of net intangible assets or liabilities | $ 193,000 | $ 311,000 | |
Value of in-place leases resulting in a net intangible asset | 1,500,000 | 1,700,000 | |
Accumulated amortization - intangible assets | $ 8,800,000 | 8,600,000 | |
Intangible assets, weighted average amortization period (in years) | 8 years 9 months 18 days | ||
Value of in-place leases resulting in a net intangible liability | $ 1,500,000 | 1,800,000 | |
Accumulated amortization - intangible liabilities | $ 9,300,000 | $ 9,000,000 | |
Intangible liability, weighted average amortization period (in years) | 5 years 7 months 6 days | ||
Distribution of taxable income requirement | 90.00% | ||
Income tax provision | $ 0 | ||
Odds of a particular tax position will be sustained upon examination or audit | 50.00% | ||
Anti-dilutive share options to purchase | shares | 16,000 | ||
Number of operating segments | segment | 1 | ||
Maximum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 30 years | ||
Minimum [Member] | |||
Property, Plant and Equipment [Line Items] | |||
Estimated useful life (in years) | 5 years |
Summary Of Significant Accoun27
Summary Of Significant Accounting Policies (Net Income Allocation) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | ||
Noncontrolling interests - common units | $ 3,936 | $ 5,364 |
Total net income allocable to noncontrolling interests | 3,936 | 5,364 |
Preferred shareholders | 13,833 | 15,122 |
Restricted stock unit holders | 142 | 98 |
Common shareholders | 14,569 | 19,771 |
Total net income allocable to PS Business Parks, Inc. | 28,544 | 34,991 |
Net income | $ 32,480 | $ 40,355 |
Summary Of Significant Accoun28
Summary Of Significant Accounting Policies (Calculation Of Earnings Per Share) (Details) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Abstract] | ||
Net income allocable to common shareholders | $ 14,569 | $ 19,771 |
Basic weighted average common shares outstanding | 27,043 | 26,925 |
Net effect of dilutive stock compensation - based on treasury stock method using average market price | 79 | 99 |
Diluted weighted average common shares outstanding | 27,122 | 27,024 |
Net income per common share - Basic | $ 0.54 | $ 0.73 |
Net income per common share - Diluted | $ 0.54 | $ 0.73 |
Real Estate Facilities (Narrati
Real Estate Facilities (Narrative) (Details) $ in Millions | 3 Months Ended |
Mar. 31, 2015USD ($)ft²property | |
Overlake [Member] | |
Real Estate Facilities [Line Items] | |
Leasable space (in square feet) | ft² | 82,000 |
Proceeds from the sale of real estate facility | $ 13.9 |
Number of buildings sold | property | 5 |
Gain on sale of real estate facilities | $ 4.8 |
Milwaukie Business Park [Member] | |
Real Estate Facilities [Line Items] | |
Leasable space (in square feet) | ft² | 102,000 |
Proceeds from the sale of real estate facility | $ 10.6 |
Gain on sale of real estate facilities | $ 7.6 |
Real Estate Facilities (Activit
Real Estate Facilities (Activity In Real Estate Facilities) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Property, Plant and Equipment [Line Items] | ||
Balances | $ 1,926,481 | |
Balances | (1,082,603) | |
Capital expenditures, net | $ 7,823 | |
Disposals | ||
Disposals | $ 2,934 | |
Depreciation and amortization | (25,041) | $ (26,233) |
Balances | (1,104,710) | |
Balances | 1,909,263 | |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balances | $ 793,569 | |
Capital expenditures, net | ||
Disposals | ||
Depreciation and amortization | ||
Balances | $ 793,569 | |
Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balances | 2,215,515 | |
Capital expenditures, net | 7,823 | |
Disposals | $ (2,934) | |
Depreciation and amortization | ||
Balances | $ 2,220,404 |
Investment in Unconsolidated 31
Investment in Unconsolidated Joint Venture (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2016USD ($)aproperty | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Investment in unconsolidated joint venture | $ 30,676 | $ 26,736 | |
Investment in Unconsolidated Joint Venture [Member] | |||
Economic interest in joint venture, percentage | 95.00% | ||
Number of units to be developed | property | 395 | ||
Area of land | a | 5 | ||
Contribution date | Oct. 5, 2015 | ||
Capitalized cost | $ 3,900 | $ 1,200 | |
Capitalized interest expense | $ 394 | $ 260 |
Leasing Activity (Narrative) (D
Leasing Activity (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Tenant reimbursements | $ 20.8 | $ 20.1 |
Percentage of leased asset subjected to termination options | 3.10% | |
Percentage of leased asset exercisable in period | 1.50% | |
Maximum [Member] | ||
Non-cancelable leases term (in years) | 10 years | |
Minimum [Member] | ||
Non-cancelable leases term (in years) | 1 year |
Leasing Activity (Summary Of Fu
Leasing Activity (Summary Of Future Minimum Rental Revenues Excluding Recovery Of Operating Expenses) (Details) $ in Thousands | Mar. 31, 2016USD ($) |
Leasing Activity [Abstract] | |
2,016 | $ 206,047 |
2,017 | 218,664 |
2,018 | 160,290 |
2,019 | 106,482 |
2,020 | 68,808 |
Thereafter | 130,082 |
Total | $ 890,373 |
Bank Loans (Details)
Bank Loans (Details) - Wells Fargo Credit Facility [Member] - USD ($) | 3 Months Ended | |
Mar. 31, 2016 | Dec. 31, 2015 | |
Line of Credit Facility [Line Items] | ||
Line of credit, expiration date | May 1, 2019 | |
Credit Facility, borrowing limit | $ 250,000,000 | |
Credit Facility, frequency of interest payment | monthly | |
Spread over LIBOR | 0.875% | |
Credit Facility, percentage of commitment fees | 0.125% | |
Credit Facility, amount outstanding | $ 0 | $ 0 |
Unamortized commitment fees | $ 712,000 | $ 769,000 |
Maximum [Member] | ||
Line of Credit Facility [Line Items] | ||
Spread over LIBOR | 1.70% | |
Credit Facility, percentage of commitment fees | 0.30% | |
Minimum [Member] | ||
Line of Credit Facility [Line Items] | ||
Spread over LIBOR | 0.875% | |
Credit Facility, percentage of commitment fees | 0.125% |
Mortgage Note Payable (Details)
Mortgage Note Payable (Details) $ in Thousands, ft² in Millions | 3 Months Ended | |
Mar. 31, 2016USD ($)ft² | Dec. 31, 2015USD ($) | |
Debt Instrument [Line Items] | ||
Mortgage notes payable, carrying amount | $ 250,000 | $ 250,000 |
5.45% Mortgage Note [Member] | ||
Debt Instrument [Line Items] | ||
Interest rate | 5.45% | |
Secured by square feet of real estate facilities | ft² | 4.8 | |
Net book value of secured property | $ 414,900 | |
Mortgage note, frequency of interest payment | monthly | |
Mortgage note due date | Dec. 1, 2016 | |
Mortgage note, earliest prepayment date without penalty | Jun. 1, 2016 |
Noncontrolling Interests (Detai
Noncontrolling Interests (Details) | 3 Months Ended |
Mar. 31, 2016shares | |
Noncontrolling Interests [Line Items] | |
Number of years from date of admission as a limited partner for redemption of partnership interest | 1 year |
Number of common stock per unit of limited partnership interest redeemed | 1 |
PS [Member] | |
Noncontrolling Interests [Line Items] | |
Common units owned by affiliate | 7,305,355 |
Affiliate's percent ownership of the Company's common equity | 42.10% |
Shares owned by Public Storage | 14,500,000 |
Related Party Transactions (Det
Related Party Transactions (Details) | 3 Months Ended | ||
Mar. 31, 2016USD ($)item | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Related Party Transactions [Abstract] | |||
Royalty-free license agreement written notice of termination period minimum (in months) | 6 months | ||
Property management contract term (in years) | 7 years | ||
Extended property management contract period (in years) | 1 year | ||
Management fee revenues | $ 128,000 | $ 147,000 | |
Number of assets owned that are maintained by Public Storage | item | 2 | ||
Property management contract written notice of termination period minimum (in days) | 60 days | ||
Management fee expenses | $ 21,000 | 19,000 | |
Administrative services costs | 123,000 | $ 117,000 | |
Due from related parties | $ 57,000 | ||
Due to related parties | $ 238,000 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2016USD ($)item$ / shares | Mar. 31, 2015USD ($) | Dec. 31, 2015USD ($) | |
Shareholders' Equity [Abstract] | |||
Distributions paid to preferred shareholders | $ 13,833,000 | $ 15,122,000 | |
Number of quarterly dividends in arrearage before preferred shareholders can elect additional board members | item | 6 | ||
Number of additional board members the preferred shareholders can elect in the case of an excess arrearage of quarterly dividends | item | 2 | ||
Dividends in arrears | $ 0 | ||
Redeemable preferred stock, redemption price per share | $ / shares | $ 25 | ||
Preferred stock, aggregate deferred issuance costs outstanding | $ 29,300,000 | $ 29,300,000 |
Shareholders' Equity (Common An
Shareholders' Equity (Common And Equity Stock) (Details) - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Shareholders' Equity [Abstract] | ||
Aggregate number of common stock repurchased in the period | 0 | 0 |
Distributions paid to common shareholders | $ 20,280 | $ 13,464 |
Dividends declared per common share | $ 0.75 | $ 0.50 |
Equity stock, shares authorized | 100,000,000 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule Of Preferred Stock Outstanding) (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2016 | Dec. 31, 2015 | |
Class of Stock [Line Items] | ||
Shares Outstanding | 36,800 | 36,800 |
Amount | $ 920,000 | $ 920,000 |
Series S [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Jan. 1, 2012 | Jan. 1, 2012 |
Earliest Potential Redemption Date | Jan. 1, 2017 | Jan. 1, 2017 |
Dividend Rate | 6.45% | 6.45% |
Shares Outstanding | 9,200 | 9,200 |
Amount | $ 230,000 | $ 230,000 |
Series T [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | May 1, 2012 | May 1, 2012 |
Earliest Potential Redemption Date | May 1, 2017 | May 1, 2017 |
Dividend Rate | 6.00% | 6.00% |
Shares Outstanding | 14,000 | 14,000 |
Amount | $ 350,000 | $ 350,000 |
Series U [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Sep. 1, 2012 | Sep. 1, 2012 |
Earliest Potential Redemption Date | Sep. 1, 2017 | Sep. 1, 2017 |
Dividend Rate | 5.75% | 5.75% |
Shares Outstanding | 9,200 | 9,200 |
Amount | $ 230,000 | $ 230,000 |
Series V [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Mar. 1, 2013 | Mar. 1, 2013 |
Earliest Potential Redemption Date | Mar. 1, 2018 | Mar. 1, 2018 |
Dividend Rate | 5.70% | 5.70% |
Shares Outstanding | 4,400 | 4,400 |
Amount | $ 110,000 | $ 110,000 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) | 3 Months Ended | |
Mar. 31, 2016USD ($)item$ / sharesshares | Mar. 31, 2015USD ($)$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options and restricted stock units authorized to grant | 1,200,000 | |
Proceeds from the exercise of stock options | $ | $ 900,000 | $ 785,000 |
Stock Options [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Options granted | 0 | 0 |
Stock options expense | $ | $ 131,000 | $ 128,000 |
Unamortized compensation expense | $ | $ 332,000 | |
Weighted average recognized period of unamortized compensation expenses (in years) | 2 years 9 months 18 days | |
Exercise of stock options, shares | 16,823 | 15,500 |
Aggregate intrinsic value of the stock options exercised | $ | $ 723,000 | $ 439,000 |
Restricted Stock [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 99,150 | |
Weighted average grant date fair value of stock granted | $ / shares | $ 83.59 | $ 83.47 |
Restricted stock units expense | $ | $ 122,000 | $ 107,000 |
Unamortized compensation expense | $ | $ 19,600,000 | |
Weighted average recognized period of unamortized compensation expenses (in years) | 4 years 2 months 12 days | |
Number of units vested | 43,689 | |
Number of units issued | 25,604 | |
Aggregate fair value of the shares vested | $ | $ 3,600,000 | |
2003 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares covered under Stock Option and Incentive Plan | 1,500,000 | |
2012 Plan [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of shares covered under Stock Option and Incentive Plan | 1,000,000 | |
2014 Performance-Based Restricted Stock Unit Program [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted stock units granted | 99,150 | |
Weighted average grant date fair value of stock granted | $ / shares | $ 83.59 | |
Number of defined targets to achieve for restricted stock unit awards, maximum | item | 3 | |
Number of defined targets to achieve for restricted stock unit awards, minimum | item | 1 | |
Length of Restricted Stock Unit program (in years) | 4 years | |
Number of annual vesting installments | item | 4 | |
Approximate number of restricted stock units granted per year, maximum | 99,150 | |
Maximum shares for cumulative four-year period | 99,150 | |
Compensation expense | $ | $ 2,500,000 | 2,100,000 |
Unamortized compensation expense | $ | $ 18,000,000 | |
Number of units vested | 40,689 | |
Number of units issued | 23,966 | |
Aggregate fair value of the shares vested | $ | $ 3,400,000 | |
Retirement Plan For Non-Employee Directors [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Compensation expense | $ | 83,000 | 78,000 |
Unamortized compensation expense | $ | $ 1,100,000 | $ 1,500,000 |
Number of units issued | 0 | 0 |
Shares approved for issuance | 130,000 | |
Number of shares granted for each year served | 1,000 | |
Maximum number of shares issued upon retirement | 8,000 |
Stock Compensation (Summary Of
Stock Compensation (Summary Of Stock Options Activity) (Details) - Stock Options [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding at December 31, 2015 | 258,674 | |
Number of Options, Granted | ||
Number of Options, Exercised | (16,823) | (15,500) |
Number of Options, Forfeited | ||
Number of Options, Outstanding at March 31, 2016 | 241,851 | |
Number of Options, Exercisable at March 31, 2016 | 182,312 | |
Weighted Average Exercise Price, Outstanding at December 31, 2015 | $ 60.76 | |
Weighted Average Exercise Price, Granted | ||
Weighted Average Exercise Price, Exercised | $ 53.48 | |
Weighted Average Exercise Price, Forfeited | ||
Weighted Average Exercise Price, Outstanding at March 31, 2016 | $ 61.27 | |
Weighted Average Exercise Price, Exercisable at March 31, 2016 | $ 56.63 | |
Weighted Average Remaining Contract Life, Outstanding at March 31, 2016 | 4 years 10 months 10 days | |
Weighted Average Remaining Contract Life, Exercisable at March 31, 2016 | 3 years 11 months 19 days | |
Aggregate Intrinsic Value, Outstanding at March 31, 2016 | $ 9,491 | |
Aggregate Intrinsic Value, Exercisable at March 31, 2016 | $ 8,000 |
Stock Compensation (Nonvested R
Stock Compensation (Nonvested Restricted Stock Units) (Details) - Restricted Stock [Member] - $ / shares | 3 Months Ended | |
Mar. 31, 2016 | Mar. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Units, Nonvested | 78,652 | |
Number of Units, Granted | 99,150 | |
Number of Units, Vested | (43,689) | |
Number of Units, Forfeited | (870) | |
Number of Units, Nonvested | 133,243 | |
Weighted Average Grant Date Fair Value, Nonvested | $ 78.44 | |
Weighted Average Grant Date Fair Value, Granted | 83.59 | $ 83.47 |
Weighted Average Grant Date Fair Value, Vested | 81.99 | |
Weighted Average Grant Date Fair Value, Forfeited | 66.83 | |
Weighted Average Grant Date Fair Value, Nonvested | $ 34.54 |