Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | Apr. 30, 2018 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | |
Trading Symbol | psb | |
Entity Common Stock, Shares Outstanding | 27,316,698 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
ASSETS | ||
Cash and cash equivalents | $ 39,168 | $ 114,882 |
Real estate facilities, at cost: | ||
Land | 790,850 | 769,036 |
Buildings and improvements | 2,244,573 | 2,156,862 |
Gross real estate investment property | 3,035,423 | 2,925,898 |
Accumulated depreciation | (1,180,567) | (1,161,798) |
Net real estate investment property | 1,854,856 | 1,764,100 |
Properties held for sale, net | 34,806 | 49,259 |
Land and building held for development | 29,811 | 29,665 |
Total real estate investments | 1,919,473 | 1,843,024 |
Investment in and advances to unconsolidated joint venture | 100,898 | |
Rent receivable, net | 3,199 | 1,876 |
Deferred rent receivable, net | 32,485 | 32,062 |
Other assets | 6,635 | 7,417 |
Total assets | 2,000,960 | 2,100,159 |
LIABILITIES AND EQUITY | ||
Accrued and other liabilities | 78,813 | 80,223 |
Preferred stock called for redemption | 130,000 | |
Credit facility | 2,500 | |
Total liabilities | 81,313 | 210,223 |
PS Business Parks, Inc.'s shareholders' equity: | ||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, 38,390 shares issued and outstanding at March 31, 2018 and December 31, 2017 | 959,750 | 959,750 |
Common stock, $0.01 par value, 100,000,000 shares authorized, 27,316,698 and 27,254,607 shares issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 272 | 272 |
Paid-in capital | 732,574 | 735,067 |
Accumulated earnings (deficit) | 21,673 | (1,778) |
Total PS Business Parks, Inc.'s shareholders' equity | 1,714,269 | 1,693,311 |
Noncontrolling interests | 205,378 | 196,625 |
Total equity | 1,919,647 | 1,889,936 |
Total liabilities and equity | $ 2,000,960 | $ 2,100,159 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 38,390 | 38,390 |
Preferred stock, shares outstanding | 38,390 | 38,390 |
Common stock, par value | $ 0.01 | $ 0.01 |
Common stock, shares authorized | 100,000,000 | 100,000,000 |
Common stock, shares issued | 27,316,698 | 27,254,607 |
Common stock, shares outstanding | 27,316,698 | 27,254,607 |
Consolidated Statements Of Inco
Consolidated Statements Of Income - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Consolidated Statements Of Income [Abstract] | ||
Rental income | $ 103,759 | $ 100,061 |
Expenses: | ||
Cost of operations | 33,000 | 31,033 |
Depreciation and amortization | 23,882 | 23,078 |
General and administrative | 2,306 | 2,831 |
Total operating expenses | 59,188 | 56,942 |
Operating Income | 44,571 | 43,119 |
Interest and other income | 284 | 233 |
Interest and other expense | (165) | (184) |
Gain on sale of real estate facility | 26,835 | |
Gain on sale of development rights | 3,865 | |
Net income | 71,525 | 47,033 |
Allocation to noncontrolling interests | (11,900) | (7,102) |
Net income allocated to PS Business Parks, Inc | 59,625 | 39,931 |
Allocation to preferred shareholders | (13,003) | (13,291) |
Allocation to restricted stock unit holders | (574) | (248) |
Net income allocable to common shareholders | $ 46,048 | $ 26,392 |
Net income per common share: | ||
Basic | $ 1.69 | $ 0.97 |
Diluted | $ 1.69 | $ 0.97 |
Weighted average common shares outstanding: | ||
Basic | 27,267 | 27,148 |
Diluted | 27,318 | 27,234 |
Dividends declared per common share | $ 0.85 | $ 0.85 |
Consolidated Statement Of Equit
Consolidated Statement Of Equity - 3 months ended Mar. 31, 2018 - USD ($) $ in Thousands | Preferred Stock [Member] | Common Stock [Member] | Paid-In Capital [Member] | Accumulated Earnings (Deficit) [Member] | Total PS Business Parks, Inc.'s Shareholders' Equity [Member] | Noncontrolling Interests [Member] | Total |
Balances at Dec. 31, 2017 | $ 959,750 | $ 272 | $ 735,067 | $ (1,778) | $ 1,693,311 | $ 196,625 | $ 1,889,936 |
Balances, shares at Dec. 31, 2017 | 38,390 | 27,254,607 | |||||
Issuance of common stock in connection with stock-based compensation | 253 | 253 | 253 | ||||
Issuance of common stock in connection with stock-based compensation, shares | 62,091 | ||||||
Stock compensation, net | 814 | 814 | 814 | ||||
Cash paid for taxes in lieu of shares upon vesting of restricted stock units | (4,529) | (4,529) | (4,529) | ||||
Net income | 59,625 | 71,525 | |||||
Net income allocable to PS Business Parks, Inc | 59,625 | 59,625 | |||||
Net income Allocation to noncontrolling interests | 11,900 | 11,900 | |||||
Distributions: | |||||||
Preferred stock | (13,003) | (13,003) | (13,003) | ||||
Common stock | (23,171) | (23,171) | (23,171) | ||||
Noncontrolling interests- common units | (6,210) | (6,210) | |||||
Adjustment to noncontrolling interests- common units in the OP | 969 | 969 | (969) | ||||
Balances at Mar. 31, 2018 | $ 959,750 | $ 272 | $ 732,574 | $ 21,673 | $ 1,714,269 | 205,378 | 1,919,647 |
Balances, shares at Mar. 31, 2018 | 38,390 | 27,316,698 | |||||
Consolidation of joint venture (see Note 3) | $ 4,032 | $ 4,032 |
Consolidated Statements Of Cash
Consolidated Statements Of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities: | ||
Net income | $ 71,525 | $ 47,033 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
Depreciation and amortization expense | 23,882 | 23,078 |
Tenant improvement reimbursements, net of lease incentives | (515) | (362) |
Gain on sale of real estate facility and development rights | (26,835) | (3,865) |
Stock compensation | 1,109 | 2,083 |
Amortization of financing costs | 127 | 135 |
Other, net | (5,355) | (380) |
Total adjustments | (7,587) | 20,689 |
Net cash provided by operating activities | 63,938 | 67,722 |
Cash flows from investing activities: | ||
Capital expenditures to real estate facilities | (7,042) | (8,672) |
Capital expenditures to land and building held for development | (146) | (191) |
Investment in and advances to unconsolidated joint venture | (14,914) | |
Consolidation of joint venture | 1,082 | |
Proceeds from sale of real estate facility | 41,671 | |
Proceeds from sale of development rights | 2,400 | |
Net cash provided by (used in) investing activities | 35,565 | (21,377) |
Cash flows from financing activities: | ||
Borrowings on credit facility | 35,000 | 133,000 |
Repayment of borrowings on credit facility | (32,500) | (26,000) |
Payment of financing costs | (69) | (690) |
Proceeds from the exercise of stock options | 253 | 689 |
Redemption of preferred stock | (130,000) | (230,000) |
Cash paid for taxes in lieu of shares upon vesting of restricted stock units | (4,529) | (3,356) |
Cash paid to restricted stock unit holders | (295) | (216) |
Distributions paid to preferred shareholders | (13,696) | (13,291) |
Distributions paid to common shareholders | (23,171) | (23,077) |
Distributions paid to noncontrolling interests - common units | (6,210) | (6,210) |
Net cash used in financing activities | (175,217) | (169,151) |
Net decrease in cash and cash equivalents | (75,714) | (122,806) |
Cash, cash equivalents and restricted cash at the beginning of the period | 115,970 | 128,629 |
Cash, cash equivalents and restricted cash at the end of the period | 40,256 | 5,823 |
Adjustment to noncontrolling interests- common units in OP | ||
Noncontrolling interests- common units | (969) | (395) |
Paid-in capital | 969 | $ 395 |
Consolidation of joint venture | ||
Land | 21,814 | |
Buildings and improvements | 85,436 | |
Other, net | (2,320) | |
Investments in and advances to unconsolidated joint venture | (100,898) | |
Noncontrolling interest - joint venture | $ (4,032) |
Organization And Description Of
Organization And Description Of Business | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 , PSB owned 78. 9 % of the common partnership units of PS Business Parks, L.P. (the “OP”). The remaining common partnership units are owned by Public Storage (“PS”). PS’s interest in the OP is referred to as the “PS OP Interests.” PSB, as the sole general partner of the OP, has full, exclusive and complete responsibility and discretion in managing and controlling the OP. PSB and its subsidiaries, including the OP and our consolidated joint venture , are collectively referred to as the “Company, ” “we,” “us,” or “our.” PS would own 41. 8 % ( or 14.5 million shares) of the outstanding shares of the Company’s common stock if it redeemed its common partnership units for common shares . 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 industrial, flex and office space. As o f March 31, 2018 , the Company owned and operated 27.9 million rentable square feet of commercial space in six states and a 95.0% interest in a 395 -un it apartment complex . The Company also manages 684,000 rentable square feet on behalf of PS. References to the number of properties , apartment units or square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s consolidated 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, 2018 | |
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 include the accounts of P SB and its subsidiaries, including the OP and our consolidated joint venture. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The financial statements are presented on an accrual basis 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, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 . 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, 2017 . Consolidation and equity method of a ccounting We consider entities to be Variable Interest Entities (“VIEs”) when they have insufficient equity to finance their activities without additional subordinated financial support provided by other parties, or the equity holders as a group do not have a controlling financial interest. A limited partnership is also generally considered a VIE if the limited partners do not participate in operating decisions. We consolidate VIEs when we are the primary beneficiary, generally defined as having (i) the power to direct the activities most significantly impacting economic performance and (ii) either the obligation to absorb losses or the right to receive benefits from the VIE. We account for investments in entities that are not VIEs that we have significant influence over, but do not control, using the equity method of accounting and for investment in entities that we control, we consolidate. Prior to January 1, 2018 , we had an interest in a joint venture engaged in the development and operation of residential real estate, which we accounted for using the equity method of accounting. On January 1, 2018, we began to consolidate the joint venture in our consolidated financial statements , as we amended the joint venture agreement to give the Company control of the joint venture. See Note 4 for more information on this entity. PS, the sole limited partner in the OP, has no power to direct the activities of the OP. We are the primary beneficiary of the OP. Accordingly, we consider the OP a VIE and consolidate it. Substantially all of our assets and liabilities are held by the OP. Noncontrolling interests N oncontrolling interests represent (i) PS’s noncontrolling interest in the OP through its ownership of 7,305,355 common partnership units and (ii) a third-party 5.0% interest in a joint venture owning a 395 -unit multi-family apartment complex. See Note 7 for further information. 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. Customer receivables are net of an allowance for estimated uncollectible accounts totaling $ 400,000 at March 31, 2018 and December 31, 2017 . Deferred rent receivable is net of an allowance for uncollectible accounts totaling $ 854,000 and $ 867,000 at March 31, 2018 and December 31, 2017 , 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 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. The following table provides a reconciliation of cash, cash equivalents and restricted cash per the consolidated statements of cash flow to the corresponding financial statement line items in the consolidated balance sheets as of March 31, 2018 and 2017 (in thousands) : For The Three Months Ended March 31, 2018 2017 Consolidated Balance Sheets Cash and cash equivalents $ 39,168 $ 4,766 Restricted Cash Land and building held for development 1,088 1,057 Consolidated Statements of Cash Flows $ 40,256 $ 5,823 During 2017, in conjunction with seeking entitlements to develop our multi-family projects in Tysons, Virginia, we contributed $1.1 million into an escrow account for the future development of an athletic field. Included in the cash and cash equivalents balance as of March 31, 2018 was cash held at an exchange accommodator escrow account. Carrying values of the Company’s unsecured Credit Facility (as defined below ) approximate fair value. The characteristics of these financial instruments, market data and other comparative metrics utilized in determining these fair values are “Level 2” inputs. Real estate facilities Real estate facilities are recorded at cost. Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. Costs 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 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, for leases with terms greater than one year are capitalized and depreciated over their estimated useful lives. Property held for sale or development Real estate is classified as held for sale when the asset is being marketed for sale and we expect that a sale is likely to occur in the next 12 months. Real estate is classified as held for development when it is likely that it will be developed to an alternate use and no longer used in its present form. Property held fo r development or sale is not depreciated. Intangible assets/liabilities When we acquire facilities, an intangible asset is r ecorded for leases where the in- place rent is higher than market rents, and an intangible liability is recorded where the market rents are highe r than the in- place rents. The amounts recorded are based upon the present value (using a discount rate which reflects the risks associated with the leases acquired) of such differences over the lease term and such amounts are amortized to rent al income over the respective remaining lease term. We have no material intangible assets or liabilities for any periods presented. Evaluation of asset impairment We evaluate our real estate and finite-lived intangible assets for impairment each quarter. If there are indicators of impairment and we determine that the asset is not recoverable from future undiscounted cash flows to be received through the asset’s remaining life (or, if earlier, the expected disposal date), we record an impairment charge to the extent the carrying amount exceeds the asset’s estimated fair value or net proceeds from expected disposal. We evaluate our investment in our unconsolidated joint venture on a quarterly basis. We record an impairment charge to the extent the carrying amount exceeds estimated fair value, when we believe any such shortfall is other than temporary. No impairments were recorded in any of our evaluations for any period presented herein. Stock compensation All share-based payments to employees, including grants of employee stock options, are recognized as stock compensation in the Company’s consolidated statements of income based on their fair values at the beginning of the service period . See Note 11. Ac crued and other liabilities and other a ssets Accrued and other liabilities consist primarily of rents prepaid by our customer s, trade payables, propert y tax accruals, accrued payroll and contingent loss accruals when probable and estimable. We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure. Other assets are comprised primarily of prepaid expenses. We believe the fair value of our accrued and other liabilities and other assets approximate book value, due to the short period until settlement . Revenue recognition We lease commercial properties under operating leases with an average term of approximately three years. Most of our commercial leases contain fixed escalations which occur at specified times during the term of the lease. We also lease a multi-family property under operating leases with terms of generally one year or less. We recognize rental income and rental concessions from our commercial leases when earned on a straight-line basis over the non-cancellable lease term, with the excess of cumulative rental income recognized over the cumulative rent billed for the lease term reflected as “deferred rent receivable” on our consolidated balance sheets. Re cognition of rental income commences when control of the leased space has been given to the customer. Reimbursements from customers for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. Property management fees are recognized in the period earned as other income. Costs incurred in acquiring customers (primarily tenant improvements and lease commissions) are capitalized and amortized over the lease period. Gains from sales of real estate facilities Our ordinary output activities consist of leasing space to our customers, not the sale of real estate. Therefore, sales of real estate generally qualify as contracts with non-customers. We recognize sales of real estate at closing only when payment has been obtained, possession and other attributes of ownership have been transferred to the buyer and we have no significant continuing involvement. If a real estate sale contract includes ongoing involvement by us, we evaluate each promised good or service under the contract to determine whether it represents a separate performance obligation, constitutes a guarantee, or prevents the transfer of control. If a good or service is considered a separate performance obligation, an allocated portion of the contract price is recognized as revenue as related good or service are transferred to the buyer. General and administrative expense s General and administrative expense s include executive and other compensation, corporate office expenses, professional fees, acquisition transaction costs, state income taxes and other such costs that are not directly related to the operation of our real estate facilities. Income taxes We have elected to be treated as a REIT, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we do not incur federal income tax if we distribute substantially all of our “ REIT taxable income ” each year, and if we meet certain organiz ational and operational rules. We believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no federal income tax expense related to our “ REIT taxable income. ” We recognize tax benefits of uncertain income tax positions that are subject to audit only if we believe it is more likely than not that the position would ultimately be sustained assuming the relevant taxing authorities had full knowledge of the relevant facts and c ircumstances of our positions. As of March 31, 2018 , we did not recognize any tax benefit for uncertain tax positions. Accounting for preferred equity issuance costs We record issuance costs as a reduction to paid-in capital on our consolidated balance sheets at the time the preferred securities are issued and reflect the carrying value of the preferred equity at its redemption value. An additional allocation of income is made from the common shareholders to the preferred shareholders in the amount of the original issuance costs, and we reclassify the redemption value from equity to liabilities when we call preferred shares for redemption. Net income per common share Notwithstanding the presentation of income allocations on our consolidated statements of income , net income is allocated to ( a) preferred shareholders, for distributions paid, ( b) preferred shareholder s, to the extent redemption value exceeds the related carrying value (a “Preferred Redemption Allocation”) and ( c) restricted share unit holders, for non-forfeitable dividends paid adjusted for participation rights in undistributed earnings. The remaining net income is allocated to the common partnership units and our common shareholders, respectively, based upon the pro-rata aggregate number of units and shares outstanding. Basic and diluted net income per common share are each calculated based upon net income allocable to common shareholders, divided by (i) in the case of basic net income per common share, weighted average common shares and (ii) in the case of diluted income per share, weighted average common shares adjusted for the impact of stock compensation awards outstanding (Note 11 ) using the treasury stock method . The following tables set forth the calculation of the components of our basic and diluted income per share that are not reflected on the face of our consolidated statements of income , including the allocation of income to common shareholders and common partnership units, the percentage of weighted average shares and common partnership units, as well as basic and diluted weighted average shares ( in thousands ): For The Three Months Ended March 31, 2018 2017 Calculation of net income allocable to common shareholders Net income $ 71,525 $ 47,033 Net (income) loss allocated to Preferred shareholders based upon distributions (13,003) (13,291) Noncontrolling interests—joint venture 436 — Restricted stock unit holders (574) (248) Net income allocable to common shareholders and noncontrolling interests—common units 58,384 33,494 Net income allocation to noncontrolling interests—common units (12,336) (7,102) Net income allocable to common shareholders $ 46,048 $ 26,392 Calculation of common partnership units as a percentage of common share equivalents Weighted average common shares outstanding 27,267 27,148 Weighted average common partnership units outstanding 7,305 7,305 Total common share equivalents 34,572 34,453 Common partnership units as a percentage of common share equivalents 21.1% 21.2% Weighted average common shares outstanding Basic weighted average common shares outstanding 27,267 27,148 Net effect of dilutive stock compensation—based on treasury stock method using average market price 51 86 Diluted weighted average common shares outstanding 27,318 27,234 Segment reporting We have two operating segment s: (i) the acquisition, development, ownership and management of commercial real estate and (ii) the acquisition, development, ownership and management of multi - family real estate , but have one reportable segment as the multi-family segment does not meet the quantitative thresholds. Reclassifications Certain reclassifications have been made to the consolidated financial statements for 2017 and in order to conform to the 2018 presentation, including reclassifying management fee income totaling $128,000 for the three months ended March 31, 2017 into “interest and other income” on our consolidated statements of income. Recently issued accounting standards In May 2014 and February 2016, the Financial Accounting Standards Board (“FASB”) issued two Acco unting Standards Updates (“ASU” s), ASU 2014-09, Revenue from Contracts with Customers (the “Revenue Standard”), and ASU 2016-02, Leases (the “Lease Standard”). These standards apply to substantially all of our revenue generating activities, as well as provide a model to account for the disposition of real estate facilities to non-customers, which is governed under ASU 2017-05, C larifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . The Lease Standard will direct how we account for payments from the elements of our leases that are generally fixed and determinable at the inception of the lease (“Fixed Lease Payments”) while the Revenue Standard will direct how we account for the non-lease components of our lease contracts, primarily expense reimbursements (“ Non- Lease Payments”) . The adoption of the Revenue Standard and its impact on our accounting for the disposition of real estate facilities is described below . The Lease Standard The Lease Standard requires us to identify Fixed Lease Payments and Non-Lease Payments of a lease agreement and will govern the recognition of revenue for the Fixed Lease Payments. Revenue related to Non-Lease Payments under our lease arrangements will be subject to the Revenue Standard effective upon adoption of the Lease Standard. We will implement the Lease Standard on its effective date of January 1, 2019 using the required modified retrospective transition approach (with certain transition relief that is available to us). The modified retrospective approach will require us to first record an adjustment to the January 1, 2017 balance of accumulated earnings (deficit) for the cumulative impact of the Lease Standard on all leases existing at January 1, 2017. Then, we will have to restate the financial statements for the years ended December 31, 2017 and 2018 for the Lease Standard impact on all leases that were in force at any time during those periods. The FASB proposed an amendment to the transition method that would allow adoption on January 1, 2019 with a cumulative effect adjustment as of January 1, 2019, with no restatement of prior periods. If this proposal becomes effective, we may utilize this method instead. Lessor Accounting We recognized revenue from our lease arrangements aggregating $103.8 million for the three months ended March 31, 2018 . This revenue consisted primarily of rental income and expense reimbursements of $80.6 million and $23.2 million, respectively. Under the current accounting standards, we are required to account for Fixed Lease Payments on a straight-line basis, with the expected fixed payments recognized ratably over the term of the lease. Payments for expense reimbursements received under these lease arrangements related to our customer’s pro rata share of real estate taxes, insurance, utilities, repairs and maintenance, common area expense and other operating expenses are considered Fixed Lease Payments. We recognize these reimbursements as revenue when the related contractually recoverable operating expenses are incurred. Under the Lease Standard, the total consideration in each lease agreement will be allocated to the Fixed Lease Payment and Non-Lease Payments based on their relative standalone selling prices. Lessors will continue to recognize the Fixed Lease Payments on a straight-line basis, which is consistent with existing guidance for operating leases. In January, 2018, the FASB issued a proposed amendment to the Lease Standard that would allow lessors to elect, as a practical expedient, not to allocate the total consideration to Fixed Lease Payments and Non-Lease Payments based on their relative standalone selling prices. If adopted, this practical expedient will allow lessors to elect a combined single component presentation if (i) the timing and pattern of the revenue recognition for the Fixed Lease Payments and Non-Lease Payments are the same, and (ii) the combined single component of the lease would continue to be classified as an operating lease. We do not expect that the Lease Standard will impact our accounting for Fixed Lease Payments, because our accounting policy is currently consistent with the provisions of the standard. We are currently evaluating the impact of the standard as it relates to Non-Lease Payments. If the proposed practical expedient mentioned above is adopted and we elect it, we expect payments for expense reimbursements that qualify as Non-Lease Payments will be presented under a single lease component presentation. However, without the proposed practical expedient, we expect these reimbursements would be separated into Fixed Lease Payments and Non-Lease Payments. Under the Lease Standard, reimbursements relating to property taxes and insurance are Fixed Lease Payments as the payments relates to the right to use the leased assets, while reimbursements relating to maintenance activities and common area expense are Non-Lease Payments and would be accounted under the Revenue Standard upon the adoption of the Lease Standard as these payments for goods or services are transferred separately from the right to use the underlying assets. Expense reimbursements relating to property taxes and insurance categorized as Fixed Lease Payments will generally be variable consideration with revenue recognized as the recoverable services are provided. Expense reimbursements categorized as Non-Lease Payments will be recognized at a point in time or over time based on the pattern of transfer of the underlying goods or services to our customers. Costs to execute leases The Lease Standard also requires capitalization of only the incremental costs incurred in executing each particular lease, such as legal fees to draft a lease or commissions based upon a particular lease. Costs that would have been incurred regardless of lease execution, such as allocated costs of internal personnel, are not capitalized. We do not capitalize such costs relating to the execution of leases and do not expect this standard to have a material impact on expenses as our accounting policy is consistent with the provisions of the standard. Lessee accounting Under the Lease Standard, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle whether the lease is effectively a finance purchase of the lease asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or a straight-line basis over the term of the lease. F or most leases with a term of greater than 12 months, in which we are the lessee, the present value of future lease payments will be recognized on our balance sheet as a right-of-use asset and related liability. We do not expect a material impact on our consolidated financial statement from the initial recognition of each lease liability upon the adoption and the pattern of recognition subsequent to adoption. The Revenue Standard In May, 2014, the FASB issued the Revenue Standard on recognition of revenue arising from contracts with customers, as well as the accounting for the disposition of real estate facilities, and subsequently, issued additional guidance that further clarified the standard. Rental income from leasing arrangements is a substantial portion of our revenues and is specifically excluded from the Revenue Standard and will be governed by the Lease Standard (discussed above). The core principle underlying this guidance is that entities will recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for such exchange. The Revenue S tandards permit either the full retrospective or modified retrospective transition method. We adopted the Revenue S tandards effective January 1, 2018 utilizing the modified retrospective transition me thod applied to contracts not completed as of January 1, 2018 and the adoption did not result in a material impact to our consolidated financial statements. As previously noted above in the lease accounting section, depending upon the nature of the underlying expense and the contractual reimbursement arrangement, certain expense reimbursements may be subject to the Revenue Standard upon our adoption of the Lease Standard, no later than January 1, 2019. Revenue within the scope of the Revenue Standard Disposition of Real Estate Facilities Under the Revenue Standard, we recognized a gain of $26.8 million as we completed the sale of a 161,000 square foot office business park located in Orange County, California during the three months ended March 31, 2018. The adoption of the Revenue Standard had no material impact on timing of recognition of the gain on sale of the asset. Other recently issued accounting standards In November, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash , which requires the statements of cash flows to explain the change during the period in the total cash, cash equivalents, restricted cash and restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheets and disclose the nature of the restrictions. The standard is effective on January 1, 2018, with early adoption permitted and requires the use of the retrospective transition method. We early adopted the new guidance during the fourth quarter of 2017 and, accordingly, net cash used in investing activities decreased by $1.1 million for the three months ended March 31, 2017, in the previous presentation, as compared to the current presentation. |
Real Estate Facilities
Real Estate Facilities | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Facilities [Abstract] | |
Real Estate Facilities | 3. Real estate facilities The activity in real estate facilities for the three months ended March 31, 2018 is as f ollows (in thousands) : Buildings and Accumulated Land Improvements Depreciation Total Balances at December 31, 2017 (1) $ 769,036 $ 2,156,862 $ (1,161,798) $ 1,764,100 Consolidation of joint venture 21,814 85,436 — 107,250 Capital expenditures — 7,115 — 7,115 Disposals (2) — (4,744) 4,744 — Depreciation and amortization — — (23,582) (23,582) Transfer to properties held for sale — (96) 69 (27) Balances at March 31, 2018 $ 790,850 $ 2,244,573 $ (1,180,567) $ 1,854,856 ____________________________ (1) Land, building and improvements, and accumulated depreciation, respectively, totaling $1.3 million, $9.7 million, and $7.2 million were reclassified as of December 31, 2017 to “properties held for sale , n et,” representing a 194,000 rentable square foot flex business park in Dallas, Texas. (2) Disposals primarily represent the book value of tenant improvements that have been removed upon the customer vacating their space. The purchase price of acquired properties is allocated to land, buildings and improvements (including tenant improvements, unamortized lease commissions, acquired in-place lease values and customer relationships, if any), intangible assets and intangible liabilities (see Note 2), based upon the relative fair value of each component, which are evaluated independently. We must make significant assumptions in determining the fair value of assets acquired and liabilities assumed, which can affect the recognition and timing of revenue and depreciation and amortization expense. The fair value of land is estimated based upon, among other considerations, comparable sales of land within the same region. The fair value of buildings and improvements, tenant improvements and unamortized lease commissions are based on current market replacement costs and other market information. The amount recorded to acquired in-place leases is determined based on management’s assessment of current market conditions and the estimated lease-up periods for the respective spaces. The following table summarizes the assets acquired and liabilities assumed related to the consolidation of the joint venture which was accounted for as an asset acquisition as of January 1, 2018 (in thousands) (see Note 4 below) : Land $ 21,814 Buildings and improvements 85,436 Other assets (including in-place lease value) 1,199 Total consolidated joint venture 108,449 Noncontrolling interest in consolidated joint venture (4,032) Net book value of joint venture at consolidation $ 104,417 On March 31, 2017, the Company sold development rights it held to build medical office buildings on land adjacent to its Westech Business Park in Silver Spring, Maryland for $6.5 million. We received net proceeds of $ 3.9 million, of which $1.5 million was received in prior years and $2. 4 million was received in March, 2017. The Company recorded a gain of $3.9 million related to the net proceeds received through March 31, 2017, which are non-refundable. The Company reported an additional gain of $2.5 mil lion when the final proceeds were received in the fourth quarter of 2017 and the remaining contingencies had lapsed. As of March 31, 2018 , we have commitments, pursuant to executed leases, to spend $13. 0 million on transaction costs, which include tenant improvements and lease commissions. Properties Held for Sale Included in “properties held for sale, net” at December 31, 2017 was a 194,000 rentable square foot flex business park in Dallas, Texas, and 705,000 rentable square feet of office space in Orange County, California. On March 5 , 201 8, we sold Corporate Pointe Business Park, a park consisting of five multi- tenant office building s totaling 161,000 square feet located in Orange County, California , for net proceeds of $41.7 million, which resulted in a gain of $26.8 million. We have 544,000 rentable square feet of office product located in Orange County, California , and 194,000 rentable square feet of flex product in Dallas, Texas held for sale as of March 31, 2018. Subsequent to March 31, 2018, we completed the sale of Orange County Business Center, a park consisting of five multi- tenant office building s totaling 437,000 square feet , located in Orange County, California, for net proceeds of $73.3 million resulting in a gain of approximately $50 million and the sale of Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet, located in Dallas, Texas, for net proceeds of $11. 8 million resulting in a gain of approximately $8 million . We expect to complete the sale of the re m a in ing 107,000 rentable square feet of office product in Orange County, California, during 2018. |
Investment In And Advances To U
Investment In And Advances To Unconsolidated Joint Venture | 3 Months Ended |
Mar. 31, 2018 | |
Investment In And Advances To Unconsolidated Joint Venture [Abstract] | |
Investment In And Advances To Unconsolidated Joint Venture | 4. Investment in and advances to unconsolidated joint venture In 2013, the Company entered into a joint venture known as Amherst JV LLC with an unrelated real estate development company (the “JV Partner”) for the purpose of developing a 395 -unit multi-family building on a five -acre site (the “Project”) within the Company’s 628,000 square foot office park located in Tysons, Virginia (known as “The Mile”). We hold a 95.0% interest in the j oint v enture with the remaining 5.0% held by the JV Partner. The JV Partner was responsible for the development and construction of the Project, and has been and continues to be responsible for the leasing and operational management of the Project. Prior to January 1, 2018, we did not control the joint v enture, when considering, among other factors, that the consent of our JV Partner was required for all significant decisions. Accordingly, we previously accounted for our investment using the equity method. On January 1, 2018, we began to consolidate the joint v enture as we amended the joint venture agreement to g ive the Company control of the joint v enture. On October 5, 2015 , the Company contributed th e site and improvements to the joint v enture. We provided the joint v enture with a construction loan in the amount of $75.0 million bearing interest at the London Interbank Offered Rate (“LIBOR”) plus 2.25% . The loan will mature on April 5, 2019 with two one -year extension options. The aggregate amount of development costs were $105.4 million (excluding unrealized land appreciation). The Project delivered its first completed units in May, 2017 and was substantially completed during the fourth quarter of 2017. At December 31, 2017, we reflected the aggregate cost of the contributed site and improvements, our equity contributions and loan advances, as well as capitalized third party interest we incurred as investment in and advances to unconsolidated joint venture. The Company’s investment in and advances to unconsolidated joint venture was $100.9 million as of December 31, 2017 . |
Leasing Activity
Leasing Activity | 3 Months Ended |
Mar. 31, 2018 | |
Leasing Activity [Abstract] | |
Leasing Activity | 5 . Leasing activity The Company leases space in its real estate facilities to customer s 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, 2018 (in thousands ) : Remainder of 2018 $ 209,097 2019 222,707 2020 153,100 2021 106,009 2022 72,570 Thereafter 120,376 Total (1) $ 883,859 ____________________________ (1) Excludes future minimum rental revenues from assets sold or held for sale. In addition to minimum rental payments, certain customer s reimburse the Company for their pro rata share of specified operating expenses. Such reimbursements amounted to $ 23.2 million and $23. 1 million for the three months ended March 31, 2018 and 2017 , respectively . These amounts are included as rental income in the accompanying consolidated statements of income. Leases accounting for 2.7% 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, 2018 . 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, 2018 | |
Bank Loans [Abstract] | |
Bank Loans | 6 . Bank loans We have a line of credit (the “Credit Facility”) with Wells Fargo Bank, Nation al Association (“Wells Fargo”). The Credit Facility has a borrowing limit of $250.0 million and expires January 10, 20 22 . The rate of interest charged on borr owings is based on LIBOR plus 0.80% to LIBOR plus 1.55% depending on the Company’s credit ratings. Currently, the Company’s rate under the Credit Facility is LIBOR plus 0.825% . In addition, the Company is required to pay an annual facility fee ranging from 0.10% to 0.30% of the borrowing limit depending on the Company’s credit ratings (currently 0.125 %). We h ad $2.5 million outstanding on our Credit Facility at March 31, 2018 which we repaid during April, 2018. We had no balance outstanding on our Credit Facility at December 31, 2017 . The Company had $864,000 a nd $ 921,000 of unamortized loan origination cost s as of March 31, 2018 and December 31, 2017 , respectively , which is included in other assets in the accompanying consolidated balance sheets . The Credit Facility requires us to meet certain covenants, all of which we were in compliance with as of March 31, 2018 . Interest on outstanding borrowings is payable monthly . |
Noncontrolling Interests
Noncontrolling Interests | 3 Months Ended |
Mar. 31, 2018 | |
Noncontrolling Interests [Abstract] | |
Noncontrolling Interests | 7 . Noncontrolling interests Noncontrolling interests represent (i) PS’s noncontrolling interest in the OP through its ownership of 7,305,355 common partnership units, totaling $201.8 million at March 31, 2018 ( $196.6 million at December 31, 2017) and (ii) a third-party 5.0% interest in a joint venture owning a 395-unit multi-family apartment complex, totaling $3.6 million at March 31, 2018 ( none at December 31, 2017). PS OP Interest s Each common partnership unit receives a cash distribution equal to the dividend paid on our common shares and is redeemable at PS’s option. If PS exercises its right of redemption, at PSB’s option (a) PS will receive one common share from us for each common partnership unit redeemed, or (b) PS will receive cash from us for each common partnership unit generally equal to the market value of a common share (as defined in the Operating Partnership Agreement). We can prevent redemptions that we believe would violate either our articles of incorporation or securities laws, cause PSB to no longer qualify as a REIT, or could result in the OP no longer being treated as a partnership for federal tax purposes. In allocating net income and presenting equity, we treat the common partnership units as if converted to common shares. Accordingly, they receive the same net income allocation per unit as a common share and are adjusted each period to have the same equity per unit as a common share, totaling $12.3 million and $7.1 million, respectively, for the three months ended March 31, 2018 and 2017. Joint Venture Interest In conjunction with consolidating the joint venture on January 1, 2018, we recorded noncontrolling interest of $4.0 million related to a third-party’s 5.0% interest in a joint venture owning a 395 -unit multi-family apartment complex. A total of $436,000 in loss was allocated to the joint venture interest during the three months ended March 31, 2018, and no distributions were paid to the joint venture interest. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 8 . Related party transactions We manage industrial, office and retail facilities in the United States for PS under either the “Public Storage” or “PS Business Parks” names (the “PS Management Agreement”). Under PS’s supervision, we coordinate and assist in rental and marketing activities, property maintenance and other operational activities, including the selection of vendors, suppliers, employees and independent contractors. We receive a management fee based upon a percentage of revenues. Management fee revenues were $ 127,000 and $128,000 for the three months ended March 31, 2018 and 2017 , respectively . We allocate certain operating expenses to PS related to the management of these properties, including payroll and other business expenses , totaling $154,000 and $137,000 for the three months ended March 31, 2018 and 2017 , respectively . These amounts are included in “interest and other income” on our consolidated statements of income. The PS Business Parks name and logo are owned by PS and licensed to us under a non-exclusive, royalty-free license agreement. The license can be terminated by either party for any reason with six months written notice. PS provides us property management services for the self-storage component of two assets we own and operates them under the “Public Storage” name. Either the Company or PS can cancel the property management contract upon 60 days’ notice. Under our supervision, PS coordinates and assists in rental and marketing activities, property maintenance and other operational activities, including the selection of vendors, suppliers, employees and independent contractors. Management fee expenses were $ 24,000 and $22,000 for the three months ended March 31, 2018 and 2017 , respectively. Additionally, PS allocated certain o perating expenses to us related to the management of these properties totaling $17,000 and $16,000 for the three months ended March 31, 2018 and 2017 , respectively . These amounts are included under “cost of operations” on our consolidated statements of income. Pursuant to a cost sharing agreement, we share certain administrative services , corporate off ice space, and certain other third party costs with PS which are al located based upon fair and reasonable estimates of the cost of the services expected to be provided . For the three months ended March 31, 2018 and 2017, w e reimbursed PS $ 230,000 and $ 159,000 , respectively, for costs PSA incurred on our behalf, and PS reimbur sed us $10,000 and $8,000 , respectively , for costs we incurred on their behalf. The Company had net amounts due to PS of $203,000 and $245,000 at March 31, 2018 and December 31, 2017 , 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, 2018 | |
Shareholders' Equity [Abstract] | |
Shareholders' Equity | 9 . Shareholders’ equity Preferred stock As of March 31, 2018 and December 31, 2017 , 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 U September, 2012 September, 2017 5.75% 9,200 $ 230,000 Series V March, 2013 March, 2018 5.70% 4,400 110,000 Series W October, 2016 October, 2021 5.20% 7,590 189,750 Series X September, 2017 September, 2022 5.25% 9,200 230,000 Series Y December, 2017 December, 2022 5.20% 8,000 200,000 Total 38,390 $ 959,750 On January 3, 2018, we completed the redemption of our remaining 6.00% Cumulative Preferred Stock, Series T, at par of $130.0 million. We recorded a Preferred Redemption Allocation of $4.1 million in the three months ended December 31, 2017 and reclassified the shares from equity to “preferred stock called for redemption” on our consolidated balance sheets at December 31, 2017. We paid $ 13. 7 million and $1 3.3 million in distributions to our preferred shareholders for the three months ended March 31, 2018 and 2017 , respectively . The holders of our preferred stock have general preference rights with respect to liquidation, quarterly distributions and any accumulated unpaid distributions. Holders of our preferred stock will not be entitled to vote on most matters, except under certain conditions. In the event of a cumulative arrearage equal to six quarterly dividends, the holders of the preferred stock will have the right to elect two additional members to serve on the Company’s Board of Directors (the “Board”) until all events of default have been cured. At March 31, 2018 , there were no dividends in arrears. Except under certain conditions relating to the Company’s qualification as a REIT, the preferred stock is not redeemable prior to the previously 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. Common stock We paid $ 23.2 million ($ 0.8 5 per common share) and $23.1 million ( $0.8 5 per commo n share) in distributions to our common shareholders for the three months ended March 31, 2018 and 2017 , 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 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, 2018 | |
Commitments And Contingencies [Abstract] | |
Commitments And Contingencies | 10 . 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, 2018 | |
Stock Compensation [Abstract] | |
Stock Compensation | 11 . Stock compensation Under various share-based compensation plans, PSB grants non-qualified options to purchase the Company’s common shares at a price not less than fair value on the date of grant, as well as restricted stock units (“RSUs”), to certain directors, officers and key employees. The service period for stock options and RSUs begins when (i) the Company and the recipient reach a mutual understanding of the key terms of the award, (ii) the award has been authorized, (iii) the recipient is affected by changes in the market price of our stock and (iv) it is probable that any performance conditions will be met, and ends when the stock option or RSU vests. We account for forfeitures of share-based payments as they occur by reversing previously amortized share-based compensation expense with respect to grants that are forfeited in the period the employee terminates employment. We amortize the fair value of awards at the beginning of the service period as compensation expense. For awards that are earned solely upon the passage of time and continued service, the entire cost of the award is amortized on a straight-line basis over the service period. For awards with performance conditions, the individual cost of each vesting is amortized separately over each individual service period (the “accelerated attribution” method). Stock Options Stock options expire 10 years after the grant date and the exercise price is equal to the closing trading price of our common shares on the grant date. Employees cannot require the Company to settle their award in cash. We use the Black-Scholes option valuation model to estimate the fair value of our stock options on the date of grant . For the three months ended March 31, 2018 , we recorded $ 53,000 in compensation expense related to stock options as compared to $ 49,000 for the same period in 2017 . During the three months ended March 31, 2018 , 5,000 options were exercised. A total of 167,409 options were outstanding at March 31, 2018 ( 172,409 at December 31, 2017 ). Restricted Stock Units RSUs granted prior to 2016 are subject to a six -year vesting, with 20% vesting after year two , and 20% vesting after each of the next four years . RSUs granted during and subsequent to 2016 are subject to a five -year vesting at the rate of 20% per year. The grantee receives dividends for each o utstanding RSU equal to the per share dividend received by common shareholders. We expense any dividends previously paid upon forfeiture of the related RSU. Upon vesting, the grantee receives common shares equal to the number of vested RSUs, less common shares withheld in exchange for tax deposits made by the Company to satisfy the grantee’s statutory tax liabilities arising from the vesting. The fair value of our RSUs is determined based upon the applicable closing trading price of our common shares on the date of grant . For the three months ended March 31, 2018 , we recorded $999,000 in compensation expense related to RSUs as compared to $2.0 million for the same period in 2017 . During the three months ended March 31, 2018 , 176,550 RSU s were granted, 1,120 RSUs were forfeited and 97,183 RSUs vested. This vesting resulted in the issuance of 57,091 common shares. In addition, tax deposits totaling $4 . 5 million ( $3 . 4 million for the same period in 2017 ) were made on behalf of employees in exchange for 40,092 common shares wit hheld upon vesting. A total of 243,330 RSU s were outstanding at March 31, 2018 ( 165, 083 at December 31, 2017 ). 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 (“LTEIP”), with certain employees of the Company. Under the 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 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 restricted stock units allocated to be awarded for such year are added to the restricted stock unit s that may be received if the four-year target is achieved. All restricted stock unit awards under the LTEIP vest in four equal annual installments beginning from the date of award. Up to 94,150 restr icted stock units would be award ed for each of the four years assuming achievement was met and up to 81,800 restr icted stock units would be award ed for the cumulative four -year period assuming achievement was met. Compensation expense is recognized based on the restricted stock unit s expected to be awarded based on the target level that is expected to be achieved. The compensation expense and RSU counts with respect to the LTEIP are included in the aggregate RSU amounts disclosed above. Senior management earned 145,350 shares of restricted stock units granted in March, 2018 as the maximum targets were achieved for the year ended December 31, 2017 and for the cumulative four-year period. |
Summary Of Significant Accoun18
Summary Of Significant Accounting Policies (Policy) | 3 Months Ended |
Mar. 31, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Basis Of Presentation | Basis of presentation The accompanying unaudited consolidated financial statements include the accounts of P SB and its subsidiaries, including the OP and our consolidated joint venture. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The financial statements are presented on an accrual basis 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, 2018 are not necessarily indicative of the results that may be expected for the year ended December 31, 2018 . 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, 2017 . |
Consolidation And Equity Method Of Accounting | Consolidation and equity method of a ccounting We consider entities to be Variable Interest Entities (“VIEs”) when they have insufficient equity to finance their activities without additional subordinated financial support provided by other parties, or the equity holders as a group do not have a controlling financial interest. A limited partnership is also generally considered a VIE if the limited partners do not participate in operating decisions. We consolidate VIEs when we are the primary beneficiary, generally defined as having (i) the power to direct the activities most significantly impacting economic performance and (ii) either the obligation to absorb losses or the right to receive benefits from the VIE. We account for investments in entities that are not VIEs that we have significant influence over, but do not control, using the equity method of accounting and for investment in entities that we control, we consolidate. Prior to January 1, 2018 , we had an interest in a joint venture engaged in the development and operation of residential real estate, which we accounted for using the equity method of accounting. On January 1, 2018, we began to consolidate the joint venture in our consolidated financial statements , as we amended the joint venture agreement to give the Company control of the joint venture. See Note 4 for more information on this entity. PS, the sole limited partner in the OP, has no power to direct the activities of the OP. We are the primary beneficiary of the OP. Accordingly, we consider the OP a VIE and consolidate it. Substantially all of our assets and liabilities are held by the OP. |
Noncontrolling Interests | Noncontrolling interests N oncontrolling interests represent (i) PS’s noncontrolling interest in the OP through its ownership of 7,305,355 common partnership units and (ii) a third-party 5.0% interest in a joint venture owning a 395 -unit multi-family apartment complex. See Note 7 for further information. |
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. Customer receivables are net of an allowance for estimated uncollectible accounts totaling $ 400,000 at March 31, 2018 and December 31, 2017 . Deferred rent receivable is net of an allowance for uncollectible accounts totaling $ 854,000 and $ 867,000 at March 31, 2018 and December 31, 2017 , 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 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. The following table provides a reconciliation of cash, cash equivalents and restricted cash per the consolidated statements of cash flow to the corresponding financial statement line items in the consolidated balance sheets as of March 31, 2018 and 2017 (in thousands) : For The Three Months Ended March 31, 2018 2017 Consolidated Balance Sheets Cash and cash equivalents $ 39,168 $ 4,766 Restricted Cash Land and building held for development 1,088 1,057 Consolidated Statements of Cash Flows $ 40,256 $ 5,823 During 2017, in conjunction with seeking entitlements to develop our multi-family projects in Tysons, Virginia, we contributed $1.1 million into an escrow account for the future development of an athletic field. Included in the cash and cash equivalents balance as of March 31, 2018 was cash held at an exchange accommodator escrow account. Carrying values of the Company’s unsecured Credit Facility (as defined below ) approximate fair value. The characteristics of these financial instruments, market data and other comparative metrics utilized in determining these fair values are “Level 2” inputs. |
Real Estate Facilities | Real estate facilities Real estate facilities are recorded at cost. Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. Costs 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 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, for leases with terms greater than one year are capitalized and depreciated over their estimated useful lives. |
Property Held For Sale Or Development | Property held for sale or development Real estate is classified as held for sale when the asset is being marketed for sale and we expect that a sale is likely to occur in the next 12 months. Real estate is classified as held for development when it is likely that it will be developed to an alternate use and no longer used in its present form. Property held fo r development or sale is not depreciated. |
Intangible Assets/Liabilities | Intangible assets/liabilities When we acquire facilities, an intangible asset is r ecorded for leases where the in- place rent is higher than market rents, and an intangible liability is recorded where the market rents are highe r than the in- place rents. The amounts recorded are based upon the present value (using a discount rate which reflects the risks associated with the leases acquired) of such differences over the lease term and such amounts are amortized to rent al income over the respective remaining lease term. We have no material intangible assets or liabilities for any periods presented. |
Evaluation Of Asset Impairment | Evaluation of asset impairment We evaluate our real estate and finite-lived intangible assets for impairment each quarter. If there are indicators of impairment and we determine that the asset is not recoverable from future undiscounted cash flows to be received through the asset’s remaining life (or, if earlier, the expected disposal date), we record an impairment charge to the extent the carrying amount exceeds the asset’s estimated fair value or net proceeds from expected disposal. We evaluate our investment in our unconsolidated joint venture on a quarterly basis. We record an impairment charge to the extent the carrying amount exceeds estimated fair value, when we believe any such shortfall is other than temporary. No impairments were recorded in any of our evaluations for any period presented herein. |
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 consolidated statements of income based on their fair values at the beginning of the service period . See Note 11. |
Accrued And Other Liabilities And Other Assets | Ac crued and other liabilities and other a ssets Accrued and other liabilities consist primarily of rents prepaid by our customer s, trade payables, propert y tax accruals, accrued payroll and contingent loss accruals when probable and estimable. We disclose the nature of significant unaccrued losses that are reasonably possible of occurring and, if estimable, a range of exposure. Other assets are comprised primarily of prepaid expenses. We believe the fair value of our accrued and other liabilities and other assets approximate book value, due to the short period until settlement . |
Revenue Recognition | Revenue recognition We lease commercial properties under operating leases with an average term of approximately three years. Most of our commercial leases contain fixed escalations which occur at specified times during the term of the lease. We also lease a multi-family property under operating leases with terms of generally one year or less. We recognize rental income and rental concessions from our commercial leases when earned on a straight-line basis over the non-cancellable lease term, with the excess of cumulative rental income recognized over the cumulative rent billed for the lease term reflected as “deferred rent receivable” on our consolidated balance sheets. Re cognition of rental income commences when control of the leased space has been given to the customer. Reimbursements from customers for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. Property management fees are recognized in the period earned as other income. Costs incurred in acquiring customers (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 Our ordinary output activities consist of leasing space to our customers, not the sale of real estate. Therefore, sales of real estate generally qualify as contracts with non-customers. We recognize sales of real estate at closing only when payment has been obtained, possession and other attributes of ownership have been transferred to the buyer and we have no significant continuing involvement. If a real estate sale contract includes ongoing involvement by us, we evaluate each promised good or service under the contract to determine whether it represents a separate performance obligation, constitutes a guarantee, or prevents the transfer of control. If a good or service is considered a separate performance obligation, an allocated portion of the contract price is recognized as revenue as related good or service are transferred to the buyer. |
General And Administrative Expenses | General and administrative expense s General and administrative expense s include executive and other compensation, corporate office expenses, professional fees, acquisition transaction costs, state income taxes and other such costs that are not directly related to the operation of our real estate facilities. |
Income Taxes | Income taxes We have elected to be treated as a REIT, as defined in the Internal Revenue Code of 1986, as amended (the “Code”). As a REIT, we do not incur federal income tax if we distribute substantially all of our “ REIT taxable income ” each year, and if we meet certain organiz ational and operational rules. We believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no federal income tax expense related to our “ REIT taxable income. ” We recognize tax benefits of uncertain income tax positions that are subject to audit only if we believe it is more likely than not that the position would ultimately be sustained assuming the relevant taxing authorities had full knowledge of the relevant facts and c ircumstances of our positions. As of March 31, 2018 , we did not recognize any tax benefit for uncertain tax positions. |
Accounting For Preferred Equity Issuance Costs | Accounting for preferred equity issuance costs We record issuance costs as a reduction to paid-in capital on our consolidated balance sheets at the time the preferred securities are issued and reflect the carrying value of the preferred equity at its redemption value. An additional allocation of income is made from the common shareholders to the preferred shareholders in the amount of the original issuance costs, and we reclassify the redemption value from equity to liabilities when we call preferred shares for redemption. |
Net Income Per Common Share | Net income per common share Notwithstanding the presentation of income allocations on our consolidated statements of income , net income is allocated to ( a) preferred shareholders, for distributions paid, ( b) preferred shareholder s, to the extent redemption value exceeds the related carrying value (a “Preferred Redemption Allocation”) and ( c) restricted share unit holders, for non-forfeitable dividends paid adjusted for participation rights in undistributed earnings. The remaining net income is allocated to the common partnership units and our common shareholders, respectively, based upon the pro-rata aggregate number of units and shares outstanding. Basic and diluted net income per common share are each calculated based upon net income allocable to common shareholders, divided by (i) in the case of basic net income per common share, weighted average common shares and (ii) in the case of diluted income per share, weighted average common shares adjusted for the impact of stock compensation awards outstanding (Note 11 ) using the treasury stock method . The following tables set forth the calculation of the components of our basic and diluted income per share that are not reflected on the face of our consolidated statements of income , including the allocation of income to common shareholders and common partnership units, the percentage of weighted average shares and common partnership units, as well as basic and diluted weighted average shares ( in thousands ): For The Three Months Ended March 31, 2018 2017 Calculation of net income allocable to common shareholders Net income $ 71,525 $ 47,033 Net (income) loss allocated to Preferred shareholders based upon distributions (13,003) (13,291) Noncontrolling interests—joint venture 436 — Restricted stock unit holders (574) (248) Net income allocable to common shareholders and noncontrolling interests—common units 58,384 33,494 Net income allocation to noncontrolling interests—common units (12,336) (7,102) Net income allocable to common shareholders $ 46,048 $ 26,392 Calculation of common partnership units as a percentage of common share equivalents Weighted average common shares outstanding 27,267 27,148 Weighted average common partnership units outstanding 7,305 7,305 Total common share equivalents 34,572 34,453 Common partnership units as a percentage of common share equivalents 21.1% 21.2% Weighted average common shares outstanding Basic weighted average common shares outstanding 27,267 27,148 Net effect of dilutive stock compensation—based on treasury stock method using average market price 51 86 Diluted weighted average common shares outstanding 27,318 27,234 |
Segment Reporting | Segment reporting We have two operating segment s: (i) the acquisition, development, ownership and management of commercial real estate and (ii) the acquisition, development, ownership and management of multi - family real estate , but have one reportable segment as the multi-family segment does not meet the quantitative thresholds. |
Reclassifications | Reclassifications Certain reclassifications have been made to the consolidated financial statements for 2017 and in order to conform to the 2018 presentation, including reclassifying management fee income totaling $128,000 for the three months ended March 31, 2017 into “interest and other income” on our consolidated statements of income. |
Recently Issued Accounting Standards | Recently issued accounting standards In May 2014 and February 2016, the Financial Accounting Standards Board (“FASB”) issued two Acco unting Standards Updates (“ASU” s), ASU 2014-09, Revenue from Contracts with Customers (the “Revenue Standard”), and ASU 2016-02, Leases (the “Lease Standard”). These standards apply to substantially all of our revenue generating activities, as well as provide a model to account for the disposition of real estate facilities to non-customers, which is governed under ASU 2017-05, C larifying the Scope of Asset Derecognition Guidance and Accounting for Partial Sales of Nonfinancial Assets . The Lease Standard will direct how we account for payments from the elements of our leases that are generally fixed and determinable at the inception of the lease (“Fixed Lease Payments”) while the Revenue Standard will direct how we account for the non-lease components of our lease contracts, primarily expense reimbursements (“ Non- Lease Payments”) . The adoption of the Revenue Standard and its impact on our accounting for the disposition of real estate facilities is described below . The Lease Standard The Lease Standard requires us to identify Fixed Lease Payments and Non-Lease Payments of a lease agreement and will govern the recognition of revenue for the Fixed Lease Payments. Revenue related to Non-Lease Payments under our lease arrangements will be subject to the Revenue Standard effective upon adoption of the Lease Standard. We will implement the Lease Standard on its effective date of January 1, 2019 using the required modified retrospective transition approach (with certain transition relief that is available to us). The modified retrospective approach will require us to first record an adjustment to the January 1, 2017 balance of accumulated earnings (deficit) for the cumulative impact of the Lease Standard on all leases existing at January 1, 2017. Then, we will have to restate the financial statements for the years ended December 31, 2017 and 2018 for the Lease Standard impact on all leases that were in force at any time during those periods. The FASB proposed an amendment to the transition method that would allow adoption on January 1, 2019 with a cumulative effect adjustment as of January 1, 2019, with no restatement of prior periods. If this proposal becomes effective, we may utilize this method instead. Lessor Accounting We recognized revenue from our lease arrangements aggregating $103.8 million for the three months ended March 31, 2018 . This revenue consisted primarily of rental income and expense reimbursements of $80.6 million and $23.2 million, respectively. Under the current accounting standards, we are required to account for Fixed Lease Payments on a straight-line basis, with the expected fixed payments recognized ratably over the term of the lease. Payments for expense reimbursements received under these lease arrangements related to our customer’s pro rata share of real estate taxes, insurance, utilities, repairs and maintenance, common area expense and other operating expenses are considered Fixed Lease Payments. We recognize these reimbursements as revenue when the related contractually recoverable operating expenses are incurred. Under the Lease Standard, the total consideration in each lease agreement will be allocated to the Fixed Lease Payment and Non-Lease Payments based on their relative standalone selling prices. Lessors will continue to recognize the Fixed Lease Payments on a straight-line basis, which is consistent with existing guidance for operating leases. In January, 2018, the FASB issued a proposed amendment to the Lease Standard that would allow lessors to elect, as a practical expedient, not to allocate the total consideration to Fixed Lease Payments and Non-Lease Payments based on their relative standalone selling prices. If adopted, this practical expedient will allow lessors to elect a combined single component presentation if (i) the timing and pattern of the revenue recognition for the Fixed Lease Payments and Non-Lease Payments are the same, and (ii) the combined single component of the lease would continue to be classified as an operating lease. We do not expect that the Lease Standard will impact our accounting for Fixed Lease Payments, because our accounting policy is currently consistent with the provisions of the standard. We are currently evaluating the impact of the standard as it relates to Non-Lease Payments. If the proposed practical expedient mentioned above is adopted and we elect it, we expect payments for expense reimbursements that qualify as Non-Lease Payments will be presented under a single lease component presentation. However, without the proposed practical expedient, we expect these reimbursements would be separated into Fixed Lease Payments and Non-Lease Payments. Under the Lease Standard, reimbursements relating to property taxes and insurance are Fixed Lease Payments as the payments relates to the right to use the leased assets, while reimbursements relating to maintenance activities and common area expense are Non-Lease Payments and would be accounted under the Revenue Standard upon the adoption of the Lease Standard as these payments for goods or services are transferred separately from the right to use the underlying assets. Expense reimbursements relating to property taxes and insurance categorized as Fixed Lease Payments will generally be variable consideration with revenue recognized as the recoverable services are provided. Expense reimbursements categorized as Non-Lease Payments will be recognized at a point in time or over time based on the pattern of transfer of the underlying goods or services to our customers. Costs to execute leases The Lease Standard also requires capitalization of only the incremental costs incurred in executing each particular lease, such as legal fees to draft a lease or commissions based upon a particular lease. Costs that would have been incurred regardless of lease execution, such as allocated costs of internal personnel, are not capitalized. We do not capitalize such costs relating to the execution of leases and do not expect this standard to have a material impact on expenses as our accounting policy is consistent with the provisions of the standard. Lessee accounting Under the Lease Standard, lessees are required to apply a dual approach by classifying leases as either finance or operating leases based on the principle whether the lease is effectively a finance purchase of the lease asset by the lessee. This classification will determine whether the lease expense is recognized based on an effective interest method or a straight-line basis over the term of the lease. F or most leases with a term of greater than 12 months, in which we are the lessee, the present value of future lease payments will be recognized on our balance sheet as a right-of-use asset and related liability. We do not expect a material impact on our consolidated financial statement from the initial recognition of each lease liability upon the adoption and the pattern of recognition subsequent to adoption. The Revenue Standard In May, 2014, the FASB issued the Revenue Standard on recognition of revenue arising from contracts with customers, as well as the accounting for the disposition of real estate facilities, and subsequently, issued additional guidance that further clarified the standard. Rental income from leasing arrangements is a substantial portion of our revenues and is specifically excluded from the Revenue Standard and will be governed by the Lease Standard (discussed above). The core principle underlying this guidance is that entities will recognize revenue upon the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled for such exchange. The Revenue S tandards permit either the full retrospective or modified retrospective transition method. We adopted the Revenue S tandards effective January 1, 2018 utilizing the modified retrospective transition me thod applied to contracts not completed as of January 1, 2018 and the adoption did not result in a material impact to our consolidated financial statements. As previously noted above in the lease accounting section, depending upon the nature of the underlying expense and the contractual reimbursement arrangement, certain expense reimbursements may be subject to the Revenue Standard upon our adoption of the Lease Standard, no later than January 1, 2019. Revenue within the scope of the Revenue Standard Disposition of Real Estate Facilities Under the Revenue Standard, we recognized a gain of $26.8 million as we completed the sale of a 161,000 square foot office business park located in Orange County, California during the three months ended March 31, 2018. The adoption of the Revenue Standard had no material impact on timing of recognition of the gain on sale of the asset. Other recently issued accounting standards In November, 2016, the FASB issued ASU 2016-18, Statement of Cash Flows (Topic 230) – Restricted Cash , which requires the statements of cash flows to explain the change during the period in the total cash, cash equivalents, restricted cash and restricted cash equivalents. The new guidance also requires entities to reconcile such total to amounts on the balance sheets and disclose the nature of the restrictions. The standard is effective on January 1, 2018, with early adoption permitted and requires the use of the retrospective transition method. We early adopted the new guidance during the fourth quarter of 2017 and, accordingly, net cash used in investing activities decreased by $1.1 million for the three months ended March 31, 2017, in the previous presentation, as compared to the current presentation. |
Summary Of Significant Accoun19
Summary Of Significant Accounting Policies (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Summary Of Significant Accounting Policies [Abstract] | |
Reconciliation of Cash, Cash Equivalents and Restricted Cash | For The Three Months Ended March 31, 2018 2017 Consolidated Balance Sheets Cash and cash equivalents $ 39,168 $ 4,766 Restricted Cash Land and building held for development 1,088 1,057 Consolidated Statements of Cash Flows $ 40,256 $ 5,823 |
Calculation Of Earnings Per Share | For The Three Months Ended March 31, 2018 2017 Calculation of net income allocable to common shareholders Net income $ 71,525 $ 47,033 Net (income) loss allocated to Preferred shareholders based upon distributions (13,003) (13,291) Noncontrolling interests—joint venture 436 — Restricted stock unit holders (574) (248) Net income allocable to common shareholders and noncontrolling interests—common units 58,384 33,494 Net income allocation to noncontrolling interests—common units (12,336) (7,102) Net income allocable to common shareholders $ 46,048 $ 26,392 Calculation of common partnership units as a percentage of common share equivalents Weighted average common shares outstanding 27,267 27,148 Weighted average common partnership units outstanding 7,305 7,305 Total common share equivalents 34,572 34,453 Common partnership units as a percentage of common share equivalents 21.1% 21.2% Weighted average common shares outstanding Basic weighted average common shares outstanding 27,267 27,148 Net effect of dilutive stock compensation—based on treasury stock method using average market price 51 86 Diluted weighted average common shares outstanding 27,318 27,234 |
Real Estate Facilities (Tables)
Real Estate Facilities (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Real Estate Facilities [Abstract] | |
Activity In Real Estate Facilities | Buildings and Accumulated Land Improvements Depreciation Total Balances at December 31, 2017 (1) $ 769,036 $ 2,156,862 $ (1,161,798) $ 1,764,100 Consolidation of joint venture 21,814 85,436 — 107,250 Capital expenditures — 7,115 — 7,115 Disposals (2) — (4,744) 4,744 — Depreciation and amortization — — (23,582) (23,582) Transfer to properties held for sale — (96) 69 (27) Balances at March 31, 2018 $ 790,850 $ 2,244,573 $ (1,180,567) $ 1,854,856 ____________________________ (1) Land, building and improvements, and accumulated depreciation, respectively, totaling $1.3 million, $9.7 million, and $7.2 million were reclassified as of December 31, 2017 to “properties held for sale , n et,” representing a 194,000 rentable square foot flex business park in Dallas, Texas. (2) Disposals primarily represent the book value of tenant improvements that have been removed upon the customer vacating their space. |
Summary Of Real Estate Assets Acquired And Liabilities Assumed | Land $ 21,814 Buildings and improvements 85,436 Other assets (including in-place lease value) 1,199 Total consolidated joint venture 108,449 Noncontrolling interest in consolidated joint venture (4,032) Net book value of joint venture at consolidation $ 104,417 |
Leasing Activity (Tables)
Leasing Activity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Leasing Activity [Abstract] | |
Summary Of Future Minimum Rental Revenues Excluding Recovery Of Operating Expenses | Remainder of 2018 $ 209,097 2019 222,707 2020 153,100 2021 106,009 2022 72,570 Thereafter 120,376 Total (1) $ 883,859 ____________________________ (1) Excludes future minimum rental revenues from assets sold or held for sale. |
Shareholders' Equity (Tables)
Shareholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Shareholders' Equity [Abstract] | |
Schedule Of Preferred Stock Outstanding | Earliest Potential Dividend Shares Amount Series Issuance Date Redemption Date Rate Outstanding (in thousands) Series U September, 2012 September, 2017 5.75% 9,200 $ 230,000 Series V March, 2013 March, 2018 5.70% 4,400 110,000 Series W October, 2016 October, 2021 5.20% 7,590 189,750 Series X September, 2017 September, 2022 5.25% 9,200 230,000 Series Y December, 2017 December, 2022 5.20% 8,000 200,000 Total 38,390 $ 959,750 |
Organization And Description 23
Organization And Description Of Business (Narrative) (Details) shares in Millions | 3 Months Ended |
Mar. 31, 2018ft²propertystateshares | |
Organization And Description Of Business [Line Items] | |
The Company's ownership percentage of the limited partnership | 78.90% |
Owned and operated properties (in rentable square feet) | 27,900,000 |
Number of states with rentable commercial space | state | 6 |
Economic interest in joint venture, percentage | 95.00% |
Number of units in multi-family asset | property | 395 |
Managed properties (in rentable square feet) | 684,000 |
PS [Member] | |
Organization And Description Of Business [Line Items] | |
Affiliate's percent ownership of the Company's common equity | 41.80% |
Shares owned by Public Storage | shares | 14.5 |
Summary Of Significant Accoun24
Summary Of Significant Accounting Policies (Narrative) (Details) shares in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018USD ($)ft²segmentpropertyshares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($) | |
Summary Of Significant Accounting Policies [Line Items] | |||
Number of units in multi-family asset | property | 395 | ||
Consolidated Entity Ownership Percentage | 95.00% | ||
Allowance for uncollectible accounts | $ 400,000 | $ 400,000 | |
Allowance for uncollectable deferred rent receivables | $ 854,000 | 867,000 | |
Cash and cash equivalents maximum benchmark (in months) | 3 months | ||
Minimum expected future benefit period on expenditures cost to be capitalized and depreciated (in years) | 2 years | ||
Minimum expected future benefit period on transaction cost to be capitalized and depreciated (in years) | 1 year | ||
Minimum lease term for present value of lease to be recognized on the balance sheet | 12 months | ||
Lease terms | 3 years | ||
Intangible assets | $ 0 | 0 | |
Intangible Liabilities | $ 0 | 0 | |
Length of time criteria for expected sale of assets to be classified as properties held for disposition | 12 months | ||
Impairment on assets | $ 0 | $ 0 | |
Common Units In Operating Partnerships | shares | 7,305 | 7,305 | |
Income tax expense | $ 0 | ||
Tax benefit for uncertain tax positions | $ 0 | ||
Number of operating segments | segment | 2 | ||
Number of Reportable Segments | segment | 1 | ||
Restricted cash to develop an athletic field | $ 1,088,000 | $ 1,057,000 | |
Revenues | 103,759,000 | 100,061,000 | |
Rental income | 80,600,000 | ||
Expense reimbursments | 23,200,000 | 23,100,000 | |
Facility management fee | 127,000 | $ 128,000 | |
Gain on sale of real estate facility | $ 26,835,000 | ||
JV Partner [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Consolidated Entity Ownership Percentage | 5.00% | ||
Multi-Family Properties [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Lease terms | 1 year | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life (in years) | 30 years | ||
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Estimated useful life (in years) | 5 years | ||
Corporate Pointe [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Square Footage of Real Estate Property | ft² | 161,000 |
Summary Of Significant Accoun25
Summary Of Significant Accounting Policies (Reconciliation of Cash, Cash Equivalents and Restricted Cash) (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 |
Summary Of Significant Accounting Policies [Abstract] | ||||
Cash and cash equivalents | $ 39,168 | $ 114,882 | $ 4,766 | |
Restricted Cash-Land and building held for development | 1,088 | 1,057 | ||
Consolidated Statments of Cash Flows | $ 40,256 | $ 115,970 | $ 5,823 | $ 128,629 |
Summary Of Significant Accoun26
Summary Of Significant Accounting Policies (Calculation Of Earnings Per Share) (Details) - USD ($) shares in Thousands, $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net income | $ 71,525 | $ 47,033 |
Net (income) loss allocated to preferred shareholders based upon distributions | (13,003) | (13,291) |
Net (income) loss allocated to noncontrolling interests | (11,900) | (7,102) |
Net (income) loss allocated to Restricted stock unit holders | (574) | (248) |
Net income allocable to common shareholders and noncontrolling interests- common units | 58,384 | 33,494 |
Net income allocable to common shareholders | $ 46,048 | $ 26,392 |
Weighted average common shares outstanding | 27,267 | 27,148 |
Weighted average common partnership units outstanding | 7,305 | 7,305 |
Total common share equivalents | 34,572 | 34,453 |
Common partnership units as a percent of common share equivalents | 21.10% | 21.20% |
Net effect of dilutive stock compensation - based on treasury stock method using average market price | 51 | 86 |
Diluted weighted average common shares outstanding | 27,318 | 27,234 |
JV Partner [Member] | ||
Net (income) loss allocated to noncontrolling interests | $ 436 | |
Common Units [Member] | ||
Net (income) loss allocated to noncontrolling interests | $ (12,336) | $ (7,102) |
Real Estate Facilities (Narrati
Real Estate Facilities (Narrative) (Details) $ in Thousands | Apr. 30, 2018USD ($)ft²item | Apr. 18, 2018USD ($)ft²item | Mar. 31, 2018ft² | Mar. 05, 2018USD ($)ft²item | Mar. 31, 2017USD ($) | Mar. 31, 2018USD ($)ft² | Dec. 31, 2017USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2017ft² | Dec. 31, 2016USD ($) | Dec. 31, 2018ft² |
Real Estate Facilities [Line Items] | |||||||||||
Total sale price of development rights | $ 6,500 | ||||||||||
Payments received for sale of development rights, net | $ 2,400 | $ 2,500 | $ 3,900 | $ 1,500 | |||||||
Gain on sale of development rights | $ 3,865 | ||||||||||
Proceeds from sale of real estate facility | $ 41,671 | ||||||||||
Gain on sale of real estate facility | 26,835 | ||||||||||
Committed transaction costs for executed leases | $ 13,000 | ||||||||||
Dallas Flex Park [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Square footage of property held for sale | ft² | 194,000 | 194,000 | |||||||||
Corporate Pointe [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Number of buildings disposed | item | 5 | ||||||||||
Proceeds from sale of real estate facility | $ 41,700 | ||||||||||
Gain on sale of real estate facility | $ 26,800 | ||||||||||
Area of property held for disposition | ft² | 161,000 | ||||||||||
Orange County Business Center [Member] | Subsequent Event [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Number of buildings disposed | item | 5 | ||||||||||
Square Footage of Real Estate Property | ft² | 437,000 | ||||||||||
Proceeds from sale of real estate facility | $ 73,300 | ||||||||||
Gain on sale of real estate facility | $ 50,000 | ||||||||||
Northgate Business Park [Member] | Subsequent Event [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Number of buildings disposed | item | 7 | ||||||||||
Square Footage of Real Estate Property | ft² | 194,000 | ||||||||||
Proceeds from sale of real estate facility | $ 11,800 | ||||||||||
Gain on sale of real estate facility | $ 8,000 | ||||||||||
Orange County, California [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Area of property held for disposition | ft² | 544,000 | 705,000 | |||||||||
Orange County, California [Member] | Scenario, Forecast [Member] | |||||||||||
Real Estate Facilities [Line Items] | |||||||||||
Square footage of property held for sale | ft² | 107,000 |
Real Estate Facilities (Activit
Real Estate Facilities (Activity In Real Estate Facilities) (Details) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($)ft² | |
Property, Plant and Equipment [Line Items] | ||
Balances | $ 1,764,100 | |
Accumulated Depreciation, Balances | (1,161,798) | |
Consolidation of joint venture | 107,250 | |
Capital expenditures | 7,115 | |
Depreciation and amortization | (23,582) | |
Transfer to properties held for sale | (27) | |
Accumulated Depreciation, Balances | (1,180,567) | $ (1,161,798) |
Balances | 1,854,856 | 1,764,100 |
Properties held for disposition, net | 34,806 | 49,259 |
Land [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balances | 769,036 | |
Consolidation of joint venture | 21,814 | |
Balances | 790,850 | 769,036 |
Properties held for disposition, net | 1,300 | |
Buildings And Improvements [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Balances | 2,156,862 | |
Consolidation of joint venture | 85,436 | |
Capital expenditures | 7,115 | |
Disposals | (4,744) | |
Transfer to properties held for sale | (96) | |
Balances | 2,244,573 | 2,156,862 |
Properties held for disposition, net | 9,700 | |
Accumulated Depreciation [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Accumulated Depreciation, Balances | (1,161,798) | |
Disposals | 4,744 | |
Depreciation and amortization | (23,582) | |
Transfer to properties held for sale | 69 | |
Accumulated Depreciation, Balances | $ (1,180,567) | (1,161,798) |
Properties held for disposition, net | $ 7,200 | |
Dallas Flex Park [Member] | ||
Property, Plant and Equipment [Line Items] | ||
Rentable square feet | ft² | 194,000 |
Real Estate Facilities (Summary
Real Estate Facilities (Summary Of Real Estate Assets Acquired And Liabilities Assumed) (Details) $ in Thousands | Mar. 31, 2018USD ($) |
Real Estate Facilities [Abstract] | |
Land | $ 21,814 |
Buildings and improvements | 85,436 |
Other assets (including in-place lease value) | 1,199 |
Total consolidated joint venture | 108,449 |
Noncontrolling interest in consolidated joint venture | (4,032) |
Net book value of joint venture at consolidation | $ 104,417 |
Investment In And Advances To30
Investment In And Advances To Unconsolidated Joint Venture (Narrative) (Details) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018USD ($)aft²propertyitem | Dec. 31, 2017USD ($) | |
Schedule of Equity Method Investments [Line Items] | ||
Economic interest in joint venture, percentage | 95.00% | |
Number of units in multi-family asset | property | 395 | |
Investment in unconsolidated joint venture | $ 100,898 | |
Total development costs | $ 105,400 | |
Investment in Unconsolidated Joint Venture [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Area of land | a | 5 | |
Square footage | ft² | 628,000 | |
Contribution date | Oct. 5, 2015 | |
Number of extension options | item | 2 | |
Extension option period | 1 year | |
Construction Loan Capacity | $ 75,000 | |
Spread over LIBOR | 2.25% | |
Construction loan maturity date | Apr. 5, 2019 | |
JV Partner [Member] | ||
Schedule of Equity Method Investments [Line Items] | ||
Economic interest in joint venture, percentage | 5.00% |
Leasing Activity (Narrative) (D
Leasing Activity (Narrative) (Details) - USD ($) $ in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Operating Leased Assets [Line Items] | ||
Tenant reimbursements | $ 23.2 | $ 23.1 |
Percentage of leased asset subjected to termination options | 2.70% | |
Percentage of leased asset exercisable in period | 1.50% | |
Maximum [Member] | ||
Operating Leased Assets [Line Items] | ||
Non-cancelable leases term (in years) | 10 years | |
Minimum [Member] | ||
Operating Leased Assets [Line Items] | ||
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, 2018USD ($) | |
Leasing Activity [Abstract] | ||
Remainder of 2018 | $ 209,097 | |
2,019 | 222,707 | |
2,020 | 153,100 | |
2,021 | 106,009 | |
2,022 | 72,570 | |
Thereafter | 120,376 | |
Total | $ 883,859 | [1] |
[1] | Excludes future minimum rental revenues from assets sold or held for sale. |
Bank Loans (Details)
Bank Loans (Details) - USD ($) | 3 Months Ended | ||
Mar. 31, 2018 | Apr. 30, 2018 | Dec. 31, 2017 | |
Line of Credit Facility [Line Items] | |||
Credit Facility, amount outstanding | $ 2,500,000 | ||
Wells Fargo Credit Facility [Member] | |||
Line of Credit Facility [Line Items] | |||
Line of credit, expiration date | Jan. 10, 2022 | ||
Credit Facility, borrowing limit | $ 250,000,000 | ||
Credit Facility, frequency of interest payment | monthly | ||
Spread over LIBOR | 0.825% | ||
Credit Facility, percentage of commitment fees | 0.125% | ||
Unamortized commitment fees | $ 864,000 | $ 921,000 | |
Wells Fargo Credit Facility [Member] | Subsequent Event [Member] | |||
Line of Credit Facility [Line Items] | |||
Credit facility- amount repaid | $ 2,500,000 | ||
Wells Fargo Credit Facility [Member] | Maximum [Member] | |||
Line of Credit Facility [Line Items] | |||
Spread over LIBOR | 1.55% | ||
Credit Facility, percentage of commitment fees | 0.30% | ||
Wells Fargo Credit Facility [Member] | Minimum [Member] | |||
Line of Credit Facility [Line Items] | |||
Spread over LIBOR | 0.80% | ||
Credit Facility, percentage of commitment fees | 0.10% |
Noncontrolling Interests (Narra
Noncontrolling Interests (Narrative) (Details) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018USD ($)propertyshares | Mar. 31, 2017USD ($)shares | Dec. 31, 2017USD ($) | |
Noncontrolling Interests [Line Items] | |||
Noncontrolling interests | $ 205,378 | $ 196,625 | |
Common Units In Operating Partnerships | shares | 7,305,000 | 7,305,000 | |
Economic interest in joint venture, percentage | 95.00% | ||
Number of units in multi-family asset | property | 395 | ||
Net income Allocation to noncontrolling interests | $ 11,900 | $ 7,102 | |
Consolidation of joint venture (see Note 3) | $ 4,032 | ||
PS [Member] | |||
Noncontrolling Interests [Line Items] | |||
Number of common stock per unit of limited partnership interest redeemed | shares | 1 | ||
Common Units In Operating Partnerships | shares | 7,305,355 | ||
JV Partner [Member] | |||
Noncontrolling Interests [Line Items] | |||
Economic interest in joint venture, percentage | 5.00% | ||
Net income Allocation to noncontrolling interests | $ (436) | ||
JV Partner [Member] | Third Party [Member] | |||
Noncontrolling Interests [Line Items] | |||
Noncontrolling interests | 3,600 | 0 | |
Common Units [Member] | |||
Noncontrolling Interests [Line Items] | |||
Noncontrolling interests | 201,800 | $ 196,600 | |
Net income Allocation to noncontrolling interests | $ 12,336 | $ 7,102 |
Related Party Transactions (Nar
Related Party Transactions (Narrative) (Details) | 3 Months Ended | ||
Mar. 31, 2018USD ($)item | Mar. 31, 2017USD ($) | Dec. 31, 2017USD ($) | |
Related Party Transaction [Line Items] | |||
Property management contract written notice of termination period minimum (in days) | 60 days | ||
Royalty-free license agreement written notice of termination period minimum (in months) | 6 months | ||
Management fee revenues | $ 127,000 | $ 128,000 | |
Operating expenses allocated to PS | $ 154,000 | 137,000 | |
Number of assets owned that are maintained by Public Storage | item | 2 | ||
Management fee expenses | $ 24,000 | 22,000 | |
Cost sharing and adminstrative service costs | 230,000 | 159,000 | |
Due to related parties | 203,000 | $ 245,000 | |
Operating expenses allocated from PS | 17,000 | 16,000 | |
PS [Member] | |||
Related Party Transaction [Line Items] | |||
Cost sharing and adminstrative service costs | $ 10,000 | $ 8,000 |
Shareholders' Equity (Narrative
Shareholders' Equity (Narrative) (Details) | Jan. 03, 2018 | Mar. 31, 2018USD ($)item$ / sharesshares | Dec. 31, 2017USD ($)$ / sharesshares | Mar. 31, 2017USD ($) |
Class of Stock [Line Items] | ||||
Preferred stock issued in sale | shares | 38,390 | 38,390 | ||
Preferred stock, par value | $ / shares | $ 0.01 | $ 0.01 | ||
Redemption of preferred stock | $ 130,000,000 | $ 230,000,000 | ||
Shares Outstanding | shares | 38,390 | 38,390 | ||
Distributions paid to preferred shareholders | $ 13,696,000 | $ 13,291,000 | ||
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 | |||
Series T [Member] | ||||
Class of Stock [Line Items] | ||||
Cumulative preferred stock, dividend rate | 6.00% | |||
Preferred Redemption allocation | $ 4,100,000 |
Shareholders' Equity (Common An
Shareholders' Equity (Common And Equity Stock) (Narrative) (Details) - USD ($) $ / shares in Units, $ in Thousands, shares in Millions | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Shareholders' Equity [Abstract] | ||
Distributions paid to common shareholders | $ 23,171 | $ 23,077 |
Dividends paid per common share | $ 0.85 | $ 0.85 |
Equity stock, shares authorized | 100 |
Shareholders' Equity (Schedule
Shareholders' Equity (Schedule Of Preferred Stock Outstanding) (Details) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | |
Class of Stock [Line Items] | ||
Shares Outstanding | 38,390 | 38,390 |
Amount | $ 959,750 | $ 959,750 |
Series U [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Sep. 1, 2012 | |
Earliest Potential Redemption Date | Sep. 1, 2017 | |
Dividend Rate | 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 | |
Earliest Potential Redemption Date | Mar. 1, 2018 | |
Dividend Rate | 5.70% | |
Shares Outstanding | 4,400 | 4,400 |
Amount | $ 110,000 | $ 110,000 |
Series W [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Oct. 1, 2016 | |
Earliest Potential Redemption Date | Oct. 1, 2021 | |
Dividend Rate | 5.20% | |
Shares Outstanding | 7,590 | 7,590 |
Amount | $ 189,750 | $ 189,750 |
Series X [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Sep. 1, 2017 | |
Earliest Potential Redemption Date | Sep. 1, 2022 | |
Dividend Rate | 5.25% | |
Shares Outstanding | 9,200 | 9,200 |
Amount | $ 230,000 | $ 230,000 |
Series Y [Member] | ||
Class of Stock [Line Items] | ||
Issuance Date | Dec. 1, 2017 | |
Earliest Potential Redemption Date | Dec. 1, 2022 | |
Dividend Rate | 5.20% | |
Shares Outstanding | 8,000 | 8,000 |
Amount | $ 200,000 | $ 200,000 |
Stock Compensation (Narrative)
Stock Compensation (Narrative) (Details) | 1 Months Ended | 3 Months Ended | ||
Mar. 31, 2018shares | Mar. 31, 2018USD ($)itemshares | Mar. 31, 2017USD ($) | Dec. 31, 2017shares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Cash paid for taxes in lieu of shares upon vesting of RSU's | $ | $ 4,529,000 | $ 3,356,000 | ||
Stock Options [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Expiration period | 10 years | |||
Options exercised | 5,000 | |||
Options outstanding | 167,409 | 167,409 | 172,409 | |
Stock options expense for the year | $ | $ 53,000 | 49,000 | ||
Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 5 years | |||
Vesting percentage, year one | 20.00% | |||
Vesting percentage, year two | 20.00% | |||
Vesting percentage, year three | 20.00% | |||
Vesting percentage, year four | 20.00% | |||
Vesting percentage, year five | 20.00% | |||
Stock units outstanding | 243,330 | 243,330 | 165,083 | |
Issuance of common stock in connection with stock-based compensation, shares | 57,091 | |||
Stock units granted | 176,550 | |||
Stock units forfeited | 1,120 | |||
Stock units vested | 97,183 | |||
Compensation expense | $ | $ 999,000 | $ 2,000,000 | ||
Common shares withheld upon vesting | 40,092 | |||
Restricted Stock Granted Prior To 2016 [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Vesting period | 6 years | |||
Vesting percentage, year one | 0.00% | |||
Vesting percentage, year two | 20.00% | |||
Vesting percentage, year three | 20.00% | |||
Vesting percentage, year four | 20.00% | |||
Vesting percentage, year five | 20.00% | |||
Vesting percentage, year six | 20.00% | |||
2014 Performance-Based Restricted Stock Unit Program [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
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 | 94,150 | |||
Maximum shares for cumulative four-year period | 81,800 | |||
2014 Performance-Based Restricted Stock Unit Program [Member] | Restricted Stock Units (RSUs) [Member] | ||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||
Stock units granted | 145,350 |