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8-K - 8-K - PS BUSINESS PARKS, INC./MDpsb-20170425x8k.htm

News Release

PS Business Parks, Inc.

701 Western Avenue

Glendale,  CA 91201-2349

psbusinessparks.com





 

 



 

For Release:

 

Immediately



Date:

April 25, 2017



Contact:

Edward A. Stokx



 

(818) 244-8080, Ext. 1649



PS Business Parks, Inc. Reports Results for the Quarter Ended March 31, 2017

GLENDALE, California—PS Business Parks, Inc. (NYSE:PSB) reported operating results for the quarter ended March 31, 2017.



Net income allocable to common shareholders was $26.4 million, or $0.97 per share, for the three months ended March 31, 2017, an increase of $11.8 million, or 81.2%, from $14.6 million, or $0.54 per share, for the three months ended March 31, 2016.  The increase was due to an increase in net operating income (“NOI”), gain on sale of development rights in Silver Spring, Maryland, and reduced interest expense resulting from the repayment of a $250.0 million mortgage note.



Funds from operations (“FFO”) were $53.0 million, or $1.52 per share, for the three months ended March 31, 2017, an increase of $9.3 million, or $0.26 per share, from the three months ended March 31, 2016 of $43.7 million, or $1.26 per share.  The increase was due to an increase in NOI, reduced interest expense and savings from lower preferred distributions.



Same Park NOI increased $5.7 million, or 8.9%, for the three months ended March 31, 2017 compared to the same period in 2016. The increase in Same Park NOI was driven by improving rental rates and occupancy as adjusted rental income (as defined below) increased $4.8 million, or 5.0%, from $95.0 million for the three months ended March 31, 2016 to $99.8 million for the three months ended March 31, 2017. In addition, adjusted cost of operations (as defined below) decreased $934,000, or 3.0%, primarily as a result of a $1.4 million reduction in snow removal costs.



All per share amounts noted above are presented on a diluted basis.



Property Operations



To evaluate the performance of the Company’s portfolio over comparable periods, management analyzes the operating performance of properties owned and operated throughout both periods (herein referred to as “Same Park”). The Same Park portfolio includes all operating properties acquired prior to January 1, 2015. Operating properties acquired subsequently are referred to as “Non-Same Park.” For the three months ended March 31, 2017 and 2016, the Same Park facilities constitute 27.9 million rentable square feet, representing 99.3% of the 28.1 million square feet in the Company’s total portfolio as of March 31, 2017.  

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The following table presents the operating results of the Company’s properties for the three months ended March 31, 2017 and 2016 in addition to other income and expense items affecting net income (unaudited, in thousands, except per square foot amounts):







 

 

 

 

 

 

 



 

 

 

 

 

 

 



For the Three Months

 

 



Ended March 31,

 

 

 

2017

 

2016

 

Change

Adjusted rental income:

 

 

 

 

 

 

 

Same Park (27.9 million rentable square feet)

$

99,770 

 

$

95,002 

 

5.0% 

Non-Same Park (226,000 rentable square feet)

 

291 

 

 

 

100.0% 

Total adjusted rental income (1)

 

100,061 

 

 

95,002 

 

5.3% 

Adjusted cost of operations:

 

 

 

 

 

 

 

Same Park

 

29,883 

 

 

30,817 

 

(3.0%)

Non-Same Park

 

354 

 

 

 

100.0% 

Total adjusted cost of operations (2)

 

30,237 

 

 

30,817 

 

(1.9%)

Net operating income (3):

 

 

 

 

 

 

 

Same Park

 

69,887 

 

 

64,185 

 

8.9% 

Non-Same Park

 

(63)

 

 

 

(100.0%)

Total net operating income

 

69,824 

 

 

64,185 

 

8.8% 

Other:

 

 

 

 

 

 

 

NOI from asset held for development (1)(2)

 

 

 

630 

 

(100.0%)

LTEIP amortization:

 

 

 

 

 

 

 

Cost of operations

 

(796)

 

 

(864)

 

(7.9%)

General and administrative

 

(973)

 

 

(1,604)

 

(39.3%)

Facility management fees

 

128 

 

 

128 

 

Other income and expense

 

(79)

 

 

(2,923)

 

(97.3%)

Depreciation and amortization

 

(23,078)

 

 

(25,041)

 

(7.8%)

Adjusted general and administrative (4)

 

(1,858)

 

 

(2,031)

 

(8.5%)

Gain on sale of development rights

 

3,865 

 

 

 

100.0% 

Net income

$

47,033 

 

$

32,480 

 

44.8% 

Same Park gross margin (5)

 

70.0% 

 

 

67.6% 

 

3.6% 

Same Park weighted average occupancy

 

94.6% 

 

 

94.1% 

 

0.5% 

Non-Same Park weighted average occupancy

 

18.5% 

 

 

0.0% 

 

100.0% 

Same Park annualized realized rent per square foot (6)

$

15.16 

 

$

14.51 

 

4.5% 



(1)Adjusted rental income excludes rental income from an asset held for development of $843,000 for the three months ended March 31, 2016.

(2) Adjusted cost of operations excludes Long-Term Equity Incentive Plan (“LTEIP”) amortization of $796,000 and $864,000 for the three months ended March 31, 2017 and 2016, respectively, as well as cost of operations from an asset held for development of $213,000 for the three months ended March 31, 2016.

(3)NOI, a non-GAAP measure, is often used by investors to determine the performance and value of commercial real estate. Management believes that Same Park NOI, also a non-GAAP measure, provides investors a useful measure for comparing the performance of the Company’s commercial real estate portfolio across reporting periods. The Company’s calculation of NOI and Same Park NOI may not be comparable to those of other companies and should not be used as an alternative to measures of performance in accordance with generally accepted accounting principles. 

(4)Adjusted general and administrative expenses exclude LTEIP amortization of $973,000 and $1.6 million for the three months ended March 31, 2017 and 2016, respectively.

(5)Computed by dividing Same Park NOI by Same Park adjusted rental income.

(6)Represents the annualized Same Park adjusted rental income earned per occupied square foot.



Sale of Development Rights



During the three months ended March 31, 2017, the Company sold development rights it held to build medical office buildings on land adjacent to its Westech Business Park in Silver Spring, Maryland, for $6.5 million.  The Company had acquired the development rights as part of its 2006 acquisition of the park. The Company recorded a gain of $3.9 million related to the proceeds received less transaction costs.  The Company will report an additional gain of $2.5 million when the final proceeds are received in the fourth quarter of 2017.





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Financial Condition



The following are key financial ratios with respect to the Company’s leverage as of and for the three months ended March 31, 2017:  







 

Ratio of Earnings to fixed charges (1)

112.9x



 

Ratio of FFO to fixed charges (1)

158.8x



 

Ratio of Earnings to combined fixed charges and preferred distributions (1)

3.4x



 

Ratio of FFO to combined fixed charges and preferred distributions (1)

4.8x



 

Debt and preferred equity to total market capitalization (based on

 

common stock price of $114.76 at March 31, 2017)

20.0%



 

Available balance under the $250.0 million unsecured credit facility at March 31, 2017

$143.0 million



(1)Fixed charges include interest expense and capitalized interest totaling  $418,000.



Distributions Declared



On April 25, 2017, the Board of Directors declared a quarterly dividend of $0.85 per common share. Distributions were also declared on the various series of depositary shares, each representing 1/1,000 of a share of preferred stock listed below. Distributions are payable on June 29, 2017 to  shareholders of record on June 14, 2017.







 

 



 

 

Series

Dividend Rate

Dividend Declared

Series T

6.000%

$0.375000

Series U

5.750%

$0.359375

Series V

5.700%

$0.356250

Series W

5.200%

$0.325000









Company Information



PS Business Parks, Inc., a member of the S&P SmallCap 600, is a self-advised and self-managed real estate investment trust (“REIT”) that acquires, develops, owns and operates commercial properties, primarily multi-tenant flex, office and industrial space. The Company defines “flex” space as buildings that are configured with a combination of office and warehouse space and can be designed to fit a number of uses (including office, assembly, showroom, laboratory, light manufacturing and warehouse space). As of March 31, 2017,  the Company wholly owned 28.1 million rentable square feet with approximately 4,900 customers in six states.





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Forward-Looking Statements



When used within this press release, the words “may,” “believes,” “anticipates,” “plans,” “expects,” “seeks,” “estimates,” “intends” and similar expressions are intended to identify “forward-looking statements.” Such forward-looking statements involve known and unknown risks, uncertainties and other factors, which may cause the actual results and performance of the Company to be materially different from those expressed or implied in the forward-looking statements. Such factors include the impact of competition from new and existing commercial facilities which could impact rents and occupancy levels at the Company’s facilities; the Company’s ability to evaluate, finance and integrate acquired and developed properties into the Company’s existing operations; the Company’s ability to effectively compete in the markets that it does business in; the impact of the regulatory environment as well as national, state and local laws and regulations including, without limitation, those governing REITs; the impact of general economic conditions upon rental rates and occupancy levels at the Company’s facilities; the availability of permanent capital at attractive rates, the outlook and actions of Rating Agencies and risks detailed from time to time in the Company’s SEC reports, including quarterly reports on Form 10-Q, reports on Form 8-K and annual reports on Form 10-K.



Additional information about PS Business Parks, Inc., including more financial analysis of the first quarter operating results, is available on the Company’s website at psbusinessparks.com.



A conference call is scheduled for Wednesday,  April 26, 2017, at 10:00 a.m. PDT (1:00 p.m. EDT) to discuss the first quarter results. The toll free number is (888) 299-3246; the conference ID is 3140328. The call will also be available via a live webcast on the Company’s website. A replay of the conference call will be available through May 3, 2017 at (855) 8592056. A replay of the conference call will also be available on the Company’s website.



Additional financial data attached.



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PS BUSINESS PARKS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)







 

 

 

 

 



 

 

 

 

 



March 31,

 

December 31,



2017

 

2016



(Unaudited)

 

 

 

ASSETS

 

 

 

 

 



 

 

 

 

 

Cash and cash equivalents

$

4,766 

 

$

128,629 



 

 

 

 

 

Real estate facilities, at cost:

 

 

 

 

 

Land

 

789,531 

 

 

789,531 

Buildings and improvements

 

2,231,748 

 

 

2,226,881 



 

3,021,279 

 

 

3,016,412 

Accumulated depreciation

 

(1,178,909)

 

 

(1,159,808)



 

1,842,370 

 

 

1,856,604 

Land and building held for development

 

28,276 

 

 

27,028 



 

1,870,646 

 

 

1,883,632 

Investment in and advances to unconsolidated joint venture

 

82,104 

 

 

67,190 

Rent receivable, net

 

3,320 

 

 

1,945 

Deferred rent receivable, net

 

30,651 

 

 

29,770 

Other assets

 

5,706 

 

 

8,205 

Total assets

$

1,997,193 

 

$

2,119,371 



 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 



 

 

 

 

 

Accrued and other liabilities

$

75,824 

 

$

78,657 

Preferred stock called for redemption

 

 

 

230,000 

Credit facility

 

107,000 

 

 

Total liabilities

 

182,824 

 

 

308,657 



 

 

 

 

 

Commitments and contingencies

 

 

 

 

 



 

 

 

 

 

Equity:

 

 

 

 

 

PS Business Parks, Inc.’s shareholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized,

 

 

 

 

 

35,190 shares issued and outstanding at March 31, 2017

 

 

 

 

 

and December 31, 2016

 

879,750 

 

 

879,750 

Common stock, $0.01 par value, 100,000,000 shares authorized,

 

 

 

 

 

27,186,490 and 27,138,138 shares issued and outstanding at

 

 

 

 

 

March 31, 2017 and December 31, 2016, respectively

 

271 

 

 

271 

Paid-in capital

 

733,266 

 

 

733,671 

Cumulative net income

 

1,542,574 

 

 

1,502,643 

Cumulative distributions

 

(1,539,444)

 

 

(1,503,076)

Total PS Business Parks, Inc.’s shareholders’ equity

 

1,616,417 

 

 

1,613,259 

Noncontrolling interests:

 

 

 

 

 

Common units

 

197,952 

 

 

197,455 

Total noncontrolling interests

 

197,952 

 

 

197,455 

Total equity

 

1,814,369 

 

 

1,810,714 

Total liabilities and equity

$

1,997,193 

 

$

2,119,371 



 

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PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share amounts)







 

 

 

 

 



 

 

 

 

 



For the Three Months



Ended March 31,

 

2017

 

2016

Revenues:

 

 

 

 

 

Rental income

$

100,061 

 

$

95,845 

Facility management fees

 

128 

 

 

128 

Total operating revenues

 

100,189 

 

 

95,973 

Expenses:

 

 

 

 

 

Cost of operations

 

31,033 

 

 

31,894 

Depreciation and amortization

 

23,078 

 

 

25,041 

General and administrative

 

2,831 

 

 

3,635 

Total operating expenses

 

56,942 

 

 

60,570 

Other income and (expense):

 

 

 

 

 

Interest and other income

 

105 

 

 

267 

Interest and other expense

 

(184)

 

 

(3,190)

Total other income and (expense)

 

(79)

 

 

(2,923)



 

 

 

 

 

Gain on sale of development rights

 

3,865 

 

 



 

 

 

 

 

Net income

$

47,033 

 

$

32,480 



 

 

 

 

 

Net income allocation:

 

 

 

 

 

Net income allocable to noncontrolling interests:

 

 

 

 

 

Noncontrolling interests—common units 

$

7,102 

 

$

3,936 

Total net income allocable to noncontrolling interests

 

7,102 

 

 

3,936 

Net income allocable to PS Business Parks, Inc.:

 

 

 

 

 

Preferred shareholders

 

13,291 

 

 

13,833 

Restricted stock unit holders

 

248 

 

 

142 

Common shareholders

 

26,392 

 

 

14,569 

Total net income allocable to PS Business Parks, Inc.

 

39,931 

 

 

28,544 



$

47,033 

 

$

32,480 



 

 

 

 

 

Net income per common share:

 

 

 

 

 

Basic

$

0.97 

 

$

0.54 

Diluted

$

0.97 

 

$

0.54 



 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

Basic

 

27,148 

 

 

27,043 

Diluted

 

27,234 

 

 

27,122 



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PS BUSINESS PARKS, INC.

Computation of Diluted Funds from Operations and Funds Available for Distribution

(Unaudited, in thousands, except per share amounts)







 

 

 

 

 



 

 

 

 

 



For the Three Months



Ended March 31,



2017

 

2016

Computation of Diluted Funds From Operations (1):

 

 

 

 

 



 

 

 

 

 

Net income allocable to common shareholders

$

26,392 

 

$

14,569 

Adjustments:

 

 

 

 

 

Gain on sale of development rights

 

(3,865)

 

 

Depreciation and amortization

 

23,078 

 

 

25,041 

Net income allocable to noncontrolling

 

 

 

 

 

interests—common units

 

7,102 

 

 

3,936 

Net income allocable to restricted stock unit holders

 

248 

 

 

142 

FFO allocable to common and dilutive shareholders

$

52,955 

 

$

43,688 



 

 

 

 

 

Weighted average common shares outstanding

 

27,148 

 

 

27,043 

Weighted average common OP units outstanding

 

7,305 

 

 

7,305 

Weighted average restricted stock units outstanding

 

321 

 

 

223 

Weighted average common share equivalents outstanding

 

86 

 

 

79 

Total common and dilutive shares

 

34,860 

 

 

34,650 



 

 

 

 

 

Net income per common share—diluted

$

0.97 

 

$

0.54 

Depreciation and amortization (2)

 

0.66 

 

 

0.72 

Gain on sale of development rights (2)

 

(0.11)

 

 

FFO per common and dilutive share (2)

$

1.52 

 

$

1.26 



 

 

 

 

 

Computation of Funds Available for Distribution ("FAD") (3):

 

 

 

 

 



 

 

 

 

 

FFO allocable to common and dilutive shares

$

52,955 

 

$

43,688 

Adjustments:

 

 

 

 

 

Recurring capital improvements

 

(645)

 

 

(1,154)

Tenant improvements

 

(6,476)

 

 

(3,319)

Lease commissions

 

(1,538)

 

 

(1,821)

Straight-line rent

 

(881)

 

 

(1,047)

Non-cash stock compensation expense

 

2,083 

 

 

2,805 

Cash paid for taxes in lieu of shares upon vesting of

 

 

 

 

 

restricted stock units

 

(3,356)

 

 

(1,758)

In-place lease adjustment

 

(25)

 

 

(193)

Tenant improvement reimbursements, net of lease incentives

 

(361)

 

 

(423)

Capitalized interest

 

(279)

 

 

(394)

FAD

$

41,477 

 

$

36,384 

Distributions to common and dilutive shares

$

29,503 

 

$

25,901 

Distribution payout ratio

 

71.1% 

 

 

71.2% 



(1)FFO is computed in accordance with the White Paper on FFO approved by the Board of Governors of the National Association of Real Estate Investment Trusts (“NAREIT”). The White Paper defines FFO as net income, computed in accordance with U.S. generally accepted accounting principles (“GAAP”), before depreciation, amortization,  gains or losses on asset dispositions, net income allocable to noncontrolling interests—common units, net income allocable to restricted stock unit holders, impairment charges and nonrecurring items. Management believes that FFO provides a useful measure of the Company’s operating performance and when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities, general and administrative expenses and interest costs, providing a perspective not immediately apparent from net income. FFO is a non-GAAP financial measure and should be analyzed in conjunction with net income. However, FFO should not be viewed as a substitute for net income as a measure of operating performance, as it does not reflect depreciation and amortization costs or the level of capital expenditure and leasing costs necessary to maintain the operating performance of the Company’s properties, which are significant economic costs and could materially impact the Company’s results of operations. Other REITs may use different methods for calculating FFO and, accordingly, the Company’s FFO may not be comparable to other real estate companies’ FFO.  



(2)Per share amounts are computed using additional dilutive shares related to noncontrolling interests and restricted stock units.



(3)FAD is a non-GAAP financial measure that is computed by adjusting FFO for recurring capital improvements, which the Company defines as those costs incurred to maintain the assets’ value, tenant improvements, lease commissions, straight-line rent, stock compensation expense, in-place lease adjustment, amortization of lease incentives and tenant improvement reimbursements, capitalized interest and the effect of redemption of preferred equity.  Like FFO, management considers FAD to be a useful measure for investors to evaluate the Company’s operating performance on a cash flow basis.  FAD should not be viewed as a substitute for net income or cash flow from operations as defined by GAAP.

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