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EX-32.1 - EX-32.1 - PS BUSINESS PARKS, INC./MDpsb-20150930xex321.htm
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EX-12 - EX-12 - PS BUSINESS PARKS, INC./MDpsb-20150930ex12e1cf204.htm
EX-31.2 - EX-31.2 - PS BUSINESS PARKS, INC./MDpsb-20150930xex312.htm

 

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

 

Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the quarterly period ended September 30, 2015

 

or

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from ____________ to  ____________

 

Commission File Number 1-10709

 

PS BUSINESS PARKS, INC.

(Exact name of registrant as specified in its charter)

 

California

95-4300881

(State or Other Jurisdiction

(I.R.S. Employer

of Incorporation)

Identification Number)

 

701 Western Avenue, Glendale, California 91201-2397

(Address of principal executive offices) (Zip Code)

 

Registrant’s telephone number, including area code: (818) 244-8080

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports) and (2) has been subject to such filing requirements for the past 90 days.

Yes  No

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  No  

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

 

 

 

 

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes No

 

As of October 26, 2015, the number of shares of the registrant’s common stock, $0.01 par value per share, outstanding was 27,013,685.

 


 

PS BUSINESS PARKS, INC.

INDEX

 

 

 

 

 

 

 

Page

PART I. FINANCIAL INFORMATION

 

Item 1. Financial Statements 

 

Consolidated balance sheets as of September 30, 2015 (unaudited) and December 31, 2014 

3

Consolidated statements of income (unaudited) for the three and nine months ended 

 

September 30, 2015 and 2014 

4

Consolidated statement of equity (unaudited) for the nine months ended September 30, 2015 

5

Consolidated statements of cash flows (unaudited) for the nine months ended 

 

September 30, 2015 and 2014 

6

Notes to consolidated financial statements (unaudited) 

7

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 

19

Item 3. Quantitative and Qualitative Disclosures About Market Risk 

32

Item 4. Controls and Procedures 

32

PART II. OTHER INFORMATION

 

Item 1. Legal Proceedings 

33

Item 1A. Risk Factors 

33

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 

33

Item 6. Exhibits 

34

 

 

 

 

 

 


 

PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

PS BUSINESS PARKS, INC.

CONSOLIDATED BALANCE SHEETS

(In thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30,

 

December 31,

 

2015

 

2014

 

(Unaudited)

 

 

 

ASSETS

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

$

252,142 

 

$

152,467 

 

 

 

 

 

 

Real estate facilities, at cost:

 

 

 

 

 

Land

 

793,569 

 

 

793,569 

Buildings and improvements

 

2,209,219 

 

 

2,182,993 

 

 

3,002,788 

 

 

2,976,562 

Accumulated depreciation

 

(1,059,561)

 

 

(991,497)

 

 

1,943,227 

 

 

1,985,065 

Properties held for disposition, net

 

 

 

25,937 

Land and building held for development

 

27,251 

 

 

24,442 

 

 

1,970,478 

 

 

2,035,444 

Rent receivable, net

 

3,788 

 

 

2,838 

Deferred rent receivable, net

 

28,147 

 

 

26,050 

Other assets

 

9,982 

 

 

10,315 

 

 

 

 

 

 

Total assets

$

2,264,537 

 

$

2,227,114 

 

 

 

 

 

 

LIABILITIES AND EQUITY

 

 

 

 

 

 

 

 

 

 

 

Accrued and other liabilities

$

80,662 

 

$

68,905 

Preferred stock called for redemption

 

75,000 

 

 

Mortgage note payable

 

250,000 

 

 

250,000 

Total liabilities

 

405,662 

 

 

318,905 

Commitments and contingencies

 

 

 

 

 

Equity:

 

 

 

 

 

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

 

 

 

 

 

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

 

 

 

 

 

36,800 and 39,800 shares issued and outstanding at

 

 

 

 

 

September 30, 2015 and December 31, 2014, respectively

 

920,000 

 

 

995,000 

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

 

 

 

 

 

27,013,685 and 26,919,161 shares issued and outstanding at

 

 

 

 

 

September 30, 2015 and December 31, 2014, respectively

 

268 

 

 

268 

Paid-in capital

 

719,282 

 

 

709,008 

Cumulative net income

 

1,346,420 

 

 

1,244,946 

Cumulative distributions

 

(1,326,950)

 

 

(1,235,941)

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

 

1,659,020 

 

 

1,713,281 

Noncontrolling interests:

 

 

 

 

 

Common units

 

199,855 

 

 

194,928 

Total noncontrolling interests

 

199,855 

 

 

194,928 

Total equity

 

1,858,875 

 

 

1,908,209 

Total liabilities and equity

$

2,264,537 

 

$

2,227,114 

 

 

See accompanying notes.

 

3


 

PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited, in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Three Months

 

For The Nine Months

 

Ended September 30,

 

Ended September 30,

 

2015

 

2014

 

2015

 

2014

Revenues:

 

 

 

 

 

 

 

 

 

 

 

Rental income

$

93,322 

 

$

95,627 

 

$

278,585 

 

$

284,934 

Facility management fees

 

130 

 

 

164 

 

 

410 

 

 

495 

Total operating revenues

 

93,452 

 

 

95,791 

 

 

278,995 

 

 

285,429 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

Cost of operations

 

30,448 

 

 

33,102 

 

 

92,251 

 

 

98,081 

Depreciation and amortization

 

25,985 

 

 

26,811 

 

 

79,243 

 

 

83,547 

General and administrative

 

3,276 

 

 

3,078 

 

 

10,172 

 

 

8,928 

Total operating expenses

 

59,709 

 

 

62,991 

 

 

181,666 

 

 

190,556 

Other income and (expense):

 

 

 

 

 

 

 

 

 

 

 

Interest and other income

 

154 

 

 

90 

 

 

406 

 

 

247 

Interest and other expense

 

(3,368)

 

 

(3,412)

 

 

(10,029)

 

 

(10,191)

Total other income and (expense)

 

(3,214)

 

 

(3,322)

 

 

(9,623)

 

 

(9,944)

Gain on sale of real estate facilities

 

15,748 

 

 

 

 

28,235 

 

 

Net income

$

46,277 

 

$

29,478 

 

$

115,941 

 

$

84,929 

 

 

 

 

 

 

 

 

 

 

 

 

Net income allocation:

 

 

 

 

 

 

 

 

 

 

 

Net income allocable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests—common units

$

6,087 

 

$

3,058 

 

$

14,467 

 

$

8,430 

Total net income allocable to noncontrolling interests

 

6,087 

 

 

3,058 

 

 

14,467 

 

 

8,430 

Net income allocable to PS Business Parks, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Preferred shareholders

 

17,609 

 

 

15,122 

 

 

47,853 

 

 

45,366 

Restricted stock unit holders

 

97 

 

 

30 

 

 

237 

 

 

99 

Common shareholders

 

22,484 

 

 

11,268 

 

 

53,384 

 

 

31,034 

Total net income allocable to PS Business Parks, Inc.

 

40,190 

 

 

26,420 

 

 

101,474 

 

 

76,499 

Net income

$

46,277 

 

$

29,478 

 

$

115,941 

 

$

84,929 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per common share:

 

 

 

 

 

 

 

 

 

 

 

Basic

$

0.83 

 

$

0.42 

 

$

1.98 

 

$

1.15 

Diluted

$

0.83 

 

$

0.42 

 

$

1.97 

 

$

1.15 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic

 

26,985 

 

 

26,914 

 

 

26,956 

 

 

26,892 

Diluted

 

27,049 

 

 

27,003 

 

 

27,034 

 

 

26,988 

 

 

 

 

 

 

 

 

 

 

 

 

Dividends declared per common share

$

0.60 

 

$

0.50 

 

$

1.60 

 

$

1.50 

 

 

 

 

See accompanying notes.

 

4


 

PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENT OF EQUITY

FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015

(Unaudited, in thousands, except share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total PS

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Business Parks,

 

 

 

 

 

 

 

Preferred Stock

 

Common Stock

 

Paid-in

 

Cumulative

 

Cumulative

 

Inc.’s Shareholders’

 

Noncontrolling

 

Total

 

Shares

 

Amount

 

Shares

 

Amount

 

Capital

 

Net Income

 

Distributions

 

Equity

 

Interests

 

Equity

Balances at December 31, 2014

39,800 

 

$

995,000 

 

26,919,161 

 

$

268 

 

$

709,008 

 

$

1,244,946 

 

$

(1,235,941)

 

$

1,713,281 

 

$

194,928 

 

$

1,908,209 

Redemption of preferred stock,

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

net of costs

(3,000)

 

 

(75,000)

 

 

 

 

 

2,487 

 

 

 

 

(2,487)

 

 

(75,000)

 

 

 

 

(75,000)

Exercise of stock options

 

 

 

78,790 

 

 

 

 

3,987 

 

 

 

 

 

 

3,987 

 

 

 

 

3,987 

Stock compensation, net

 

 

 

15,734 

 

 

 

 

5,949 

 

 

 

 

 

 

5,949 

 

 

 

 

5,949 

Net income

 

 

 

 

 

 

 

 

 

101,474 

 

 

 

 

101,474 

 

 

14,467 

 

 

115,941 

Distributions:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred stock

 

 

 

 

 

 

 

 

 

 

 

(45,366)

 

 

(45,366)

 

 

 

 

(45,366)

Common stock

 

 

 

 

 

 

 

 

 

 

 

(43,156)

 

 

(43,156)

 

 

 

 

(43,156)

Noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

(11,689)

 

 

(11,689)

Adjustment to noncontrolling interests

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

in underlying operating partnership

 

 

 

 

 

 

 

(2,149)

 

 

 

 

 

 

(2,149)

 

 

2,149 

 

 

Balances at September 30, 2015

36,800 

 

$

920,000 

 

27,013,685 

 

$

268 

 

$

719,282 

 

$

1,346,420 

 

$

(1,326,950)

 

$

1,659,020 

 

$

199,855 

 

$

1,858,875 

 

 

 

See accompanying notes.

 

5


 

PS BUSINESS PARKS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited, in thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Nine Months

 

Ended September 30,

 

2015

 

2014

Cash flows from operating activities:

 

 

 

 

 

Net income

$

115,941 

 

$

84,929 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization expense

 

79,243 

 

 

83,547 

In-place lease adjustment

 

(1,004)

 

 

(672)

Tenant improvement reimbursements net of lease incentives

 

(1,418)

 

 

(1,194)

Gain on sale of real estate facilities

 

(28,236)

 

 

Stock compensation

 

6,949 

 

 

6,116 

Increase in receivables and other assets

 

(4,258)

 

 

(1,200)

Increase in accrued and other liabilities

 

11,398 

 

 

7,432 

Total adjustments

 

62,674 

 

 

94,029 

Net cash provided by operating activities

 

178,615 

 

 

178,958 

Cash flows from investing activities:

 

 

 

 

 

Capital expenditures to real estate facilities

 

(35,067)

 

 

(38,666)

Capital expenditures to land and building held for development

 

(2,809)

 

 

(1,775)

Acquisition of real estate facilities

 

 

 

(18,842)

Proceeds from sale of real estate facilities

 

55,160 

 

 

Net cash provided by (used in) investing activities

 

17,284 

 

 

(59,283)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from the exercise of stock options

 

3,987 

 

 

3,054 

Distributions paid to preferred shareholders

 

(45,366)

 

 

(45,366)

Distributions paid to noncontrolling interests—common units

 

(11,689)

 

 

(10,958)

Distributions paid to common shareholders

 

(43,156)

 

 

(40,351)

Net cash used in financing activities

 

(96,224)

 

 

(93,621)

Net increase in cash and cash equivalents

 

99,675 

 

 

26,054 

Cash and cash equivalents at the beginning of the period

 

152,467 

 

 

31,481 

Cash and cash equivalents at the end of the period

$

252,142 

 

$

57,535 

 

 

 

 

 

 

Supplemental schedule of non-cash investing and financing activities:

 

 

 

 

 

Adjustment to noncontrolling interests in underlying operating partnership:

 

 

 

 

 

Noncontrolling interests—common units

$

2,149 

 

$

1,472 

Paid-in capital

$

(2,149)

 

$

(1,472)

Non-cash distributions related to the redemption of preferred stock:

 

 

 

 

 

Paid-in capital

$

2,487 

 

$

 —

Cumulative distributions

$

(2,487)

 

$

 —

Preferred stock called for redemption:

 

 

 

 

 

Preferred stock called for redemption and reclassified to liabilities

$

75,000 

 

$

 —

Preferred stock called for redemption and reclassified from equity

$

(75,000)

 

$

 —

 

 

 

See accompanying notes.

 

6


 

PS BUSINESS PARKS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

September 30, 2015

 

1. Organization and description of business

 

PS Business Parks, Inc. (“PSB”) was incorporated in the state of California in 1990. As of September 30, 2015, PSB owned 77.8%  of the common partnership units of PS Business Parks, L.P. (the “Operating Partnership”). The remaining common partnership units are owned by Public Storage (“PS”). PSB, as the sole general partner of the Operating Partnership, has full, exclusive and complete responsibility and discretion in managing and controlling the Operating Partnership. PSB and its subsidiaries, including the Operating Partnership are collectively referred to as the “Company.” Assuming issuance of the Company’s common stock upon redemption of its partnership units, PS would own 42.1%  (or 14.5 million shares) of the outstanding shares of the Company’s common stock.

 

The Company is a fully-integrated, self-advised and self-managed real estate investment trust (“REIT”) that owns, operates, acquires and develops commercial properties, primarily multi-tenant flex, office and industrial space. As of September 30, 2015, the Company owned and operated 28.0 million rentable square feet of commercial space concentrated primarily in six states. The Company also manages 838,000 rentable square feet on behalf of PS.

 

References to the number of properties or square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm’s review of the Company’s financial statements in accordance with the standards of the Public Company Accounting Oversight Board (United States).

 

2. Summary of significant accounting policies

 

Basis of presentation

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2015 are not necessarily indicative of the results that may be expected for the year ended December 31, 2015. 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, 2014.  

 

The accompanying consolidated financial statements include the accounts of PSB and the Operating Partnership. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements.

 

Noncontrolling interests

 

The Company’s noncontrolling interests are reported as a component of equity separate from the parent’s equity. Purchases or sales of equity interests that do not result in a change in control are accounted for as equity transactions. In addition, net income attributable to the noncontrolling interests is included in consolidated net income on the face of the income statement and, upon a gain or loss of control, the interests purchased or sold, as well as any interests retained, are recorded at fair value with any gain or loss recognized in earnings. At the end of each reporting period, the Company determines the amount of equity (book value of net assets) which is allocable to the noncontrolling interests based upon the ownership interest, and an adjustment is made to the noncontrolling interests, with a corresponding adjustment to paid-in capital, to reflect the noncontrolling interests’ equity interest in the Company.

 

7


 

Use of estimates

 

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

 

Allowance for doubtful accounts

 

The Company monitors the collectability of its receivable balances including the deferred rent receivable on an ongoing basis. Based on these reviews, the Company maintains an allowance for doubtful accounts for estimated losses resulting from the possible inability of tenants to make contractual rent payments to the Company. A provision for doubtful accounts is recorded during each period. The allowance for doubtful accounts, which represents the cumulative allowances less write-offs of uncollectible rent, is netted against tenant and other receivables on the consolidated balance sheets. Tenant receivables are net of an allowance for uncollectible accounts totaling $400,000 at September 30, 2015 and December 31, 2014. Deferred rent receivable is net of an allowance for uncollectible accounts totaling $889,000 and $841,000 at September 30, 2015 and December 31, 2014, respectively.

 

Financial instruments

 

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

 

·

Level 1—quoted prices for identical instruments in active markets;

·

Level 2—quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are not active; and model-derived valuations in which significant inputs and significant value drivers are observable in active markets; and

·

Level 3—fair value measurements derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.

 

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

 

Carrying values of the Company’s mortgage note payable and unsecured credit facility approximate fair value. The characteristics of these financial instruments, market data and other comparative metrics utilized in determining these fair values are “Level 2” inputs.

 

Real estate facilities

 

Real estate facilities are recorded at cost. Costs related to the renovation or improvement of the properties are capitalized. Expenditures for repairs and maintenance are expensed as incurred. Expenditures that are expected to

8


 

benefit a period greater than two years and exceed $2,000 are capitalized and depreciated over their estimated useful life. Buildings and improvements are depreciated using the straight-line method over their estimated useful lives, which generally range from five to 30 years. Transaction costs, which include tenant improvements and lease commissions, in excess of $1,000 for leases with terms greater than one year are capitalized and depreciated over their estimated useful lives. Transaction costs less than $1,000 or for leases of one year or less are expensed as incurred.

 

Land and building held for development

 

Property taxes, insurance, interest and costs essential to the development of property for its intended use are capitalized during the period of development. Upon classification of an asset as held for development, depreciation of the asset is ceased.

 

Properties held for disposition

 

An asset is classified as an asset held for disposition when it meets certain requirements, which include, among other criteria, the approval of the sale of the asset, the marketing of the asset for sale and the expectation by the Company that the sale will likely occur within the next 12 months. Upon classification of an asset as held for disposition, depreciation of the asset is ceased, and the net book value of the asset is included on the balance sheet as properties held for disposition.

 

Intangible assets/liabilities

 

Intangible assets and liabilities include above-market and below-market in-place lease values of acquired properties based on the present value (using an interest rate which reflects the risks associated with the leases acquired) of the difference between (i) the contractual amounts to be paid pursuant to the in-place leases and (ii) management’s estimate of fair market lease rates for the corresponding in-place leases, measured over a period equal to the remaining non-cancelable term of the lease. The capitalized above-market and below-market lease values (included in other assets and accrued liabilities in the accompanying consolidated balance sheets) are amortized to rental income over the remaining non-cancelable terms of the respective leases.

 

As of September 30, 2015, the value of in-place leases resulted in net intangible assets of $1.8 million, net of $8.5 million of accumulated amortization with a weighted average amortization period of 8.5 years, and net intangible liabilities of $2.2 million, net of $8.6 million of accumulated amortization with a weighted average amortization period of 5.1 years. As of December 31, 2014, the value of in-place leases resulted in net intangible assets of $2.5 million, net of $7.8 million of accumulated amortization and net intangible liabilities of $3.9 million, net of $6.9 million of accumulated amortization.

 

The Company recorded net increases in rental income of $341,000 and $231,000 for the three months ended September 30, 2015 and 2014, respectively, and $1.0 million and $672,000 for the nine months ended September 30, 2015 and 2014,  respectively, due to the amortization of net intangible liabilities resulting from the above-market and below-market lease values.

 

Evaluation of asset impairment

 

The Company evaluates its assets used in operations for impairment by identifying indicators of impairment and by comparing the sum of the estimated undiscounted future cash flows for each asset to the asset’s carrying value. When indicators of impairment are present and the sum of the estimated undiscounted future cash flows is less than the carrying value of such asset, an impairment loss is recorded equal to the difference between the asset’s current carrying value and its value based on discounting its estimated future cash flows. In addition, the Company evaluates its assets held for disposition for impairment. Assets held for disposition are reported at the lower of their carrying value or fair value, less cost of disposition. At September 30, 2015, the Company did not consider any assets to be impaired.

9


 

Stock compensation

 

All share-based payments to employees, including grants of employee stock options, are recognized as stock compensation in the Company’s income statement based on their grant date fair values. See Note 11.

 

Revenue and expense recognition

 

The Company must meet four basic criteria before revenue can be recognized: persuasive evidence of an arrangement exists; the delivery has occurred or services have been rendered; the fee is fixed or determinable; and collectability is reasonably assured. All leases are classified as operating leases. Rental income is recognized on a straight-line basis over the terms of the leases. Straight-line rent is recognized for all tenants with contractual fixed increases in rent that are not included on the Company’s credit watch list. Deferred rent receivable represents rental revenue recognized on a straight-line basis in excess of billed rents. Reimbursements from tenants for real estate taxes and other recoverable operating expenses are recognized as rental income in the period the applicable costs are incurred. Property management fees are recognized in the period earned.

 

Costs incurred in connection with leasing (primarily tenant improvements and lease commissions) are capitalized and amortized over the lease period.

 

Gains from sales of real estate facilities

 

The Company recognizes gains from sales of real estate facilities at the time of sale using the full accrual method, provided that various criteria related to the terms of the transactions and any subsequent involvement by the Company with the properties sold are met. If the criteria are not met, the Company defers the gains and recognizes them when the criteria are met or uses the installment or cost recovery methods as appropriate under the circumstances.

 

General and administrative expenses

 

General and administrative expenses include executive and other compensation, office expenses, professional fees, acquisition transaction costs, state income taxes and other such administrative items.

 

Income taxes

 

The Company has qualified and intends to continue to qualify as a REIT, as defined in Section 856 of the Internal Revenue Code of 1986, as amended. As a REIT, the Company is not subject to federal income tax to the extent that it distributes its REIT taxable income to its shareholders. A REIT must distribute at least 90% of its taxable income each year. In addition, REITs are subject to a number of organizational and operating requirements. The Company may be subject to certain state and local taxes on its income and property and to federal income and excise taxes on its undistributed taxable income. The Company believes it met all organization and operating requirements to maintain its REIT status during 2014 and intends to continue to meet such requirements for 2015. Accordingly, no provision for income taxes has been made in the accompanying consolidated financial statements.

 

The Company can recognize a tax benefit only if it is “more likely than not” that a particular tax position will be sustained upon examination or audit. To the extent that the “more likely than not” standard has been satisfied, the benefit associated with a position is measured as the largest amount that is greater than 50% likely of being recognized upon settlement. As of September 30, 2015, the Company did not recognize any tax benefit for uncertain tax positions.

 

Accounting for preferred equity issuance costs

 

The Company records issuance costs as a reduction to paid-in capital on its balance sheet at the time the preferred securities are issued and reflects the carrying value of the preferred equity at the stated value. Such issuance costs are recorded as non-cash preferred equity distributions at the time the Company notifies the holders of preferred stock of its intent to redeem such shares.

10


 

Net income allocation

 

Net income was allocated as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Three Months

 

For The Nine Months

 

Ended September 30,

 

Ended September 30,

 

2015

 

2014

 

2015

 

2014

Net income allocable to noncontrolling interests:

 

 

 

 

 

 

 

 

 

 

 

Noncontrolling interests—common units

$

6,087 

 

$

3,058 

 

$

14,467 

 

$

8,430 

Total net income allocable to noncontrolling interests

 

6,087 

 

 

3,058 

 

 

14,467 

 

 

8,430 

Net income allocable to PS Business Parks, Inc.:

 

 

 

 

 

 

 

 

 

 

 

Preferred shareholders

 

 

 

 

 

 

 

 

 

 

 

Distributions to preferred shareholders

 

15,122 

 

 

15,122 

 

 

45,366 

 

 

45,366 

Non-cash distributions related to the redemption of

 

 

 

 

 

 

 

 

 

 

 

preferred stock

 

2,487 

 

 

 

 

2,487 

 

 

Total net income allocable to preferred shareholders

 

17,609 

 

 

15,122 

 

 

47,853 

 

 

45,366 

Restricted stock unit holders

 

97 

 

 

30 

 

 

237 

 

 

99 

Common shareholders

 

22,484 

 

 

11,268 

 

 

53,384 

 

 

31,034 

Total net income allocable to PS Business Parks, Inc.

 

40,190 

 

 

26,420 

 

 

101,474 

 

 

76,499 

Net income

$

46,277 

 

$

29,478 

 

$

115,941 

 

$

84,929 

 

Net income per common share

 

Per share amounts are computed using the number of weighted average common shares outstanding. “Diluted” weighted average common shares outstanding includes the dilutive effect of stock options and restricted stock units under the treasury stock method. “Basic” weighted average common shares outstanding excludes such effect. The Company's restricted stock units are participating securities and are included in the computation of basic and diluted weighted average common shares outstanding. The Company’s restricted stock unit holders are paid non-forfeitable dividends in excess of the expense recorded which results in a reduction in net income allocable to common shareholders and unit holders. Earnings per share has been calculated as follows (in thousands, except per share amounts):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For The Three Months

 

For The Nine Months

 

Ended September 30,

 

Ended September 30,

 

2015

 

2014

 

2015

 

2014

Net income allocable to common shareholders

$

22,484 

 

$

11,268 

 

$

53,384 

 

$

31,034 

Weighted average common shares outstanding:

 

 

 

 

 

 

 

 

 

 

 

Basic weighted average common shares outstanding

 

26,985 

 

 

26,914 

 

 

26,956 

 

 

26,892 

Net effect of dilutive stock compensation—based on

 

 

 

 

 

 

 

 

 

 

 

treasury stock method using average market price

 

64 

 

 

89 

 

 

78 

 

 

96 

Diluted weighted average common shares outstanding

 

27,049 

 

 

27,003 

 

 

27,034 

 

 

26,988 

Net income per common share—Basic

$

0.83 

 

$

0.42 

 

$

1.98 

 

$

1.15 

Net income per common share—Diluted

$

0.83 

 

$

0.42 

 

$

1.97 

 

$

1.15 

 

Options to purchase 46,000 for the three and nine months ended September 30, 2015 were not included in the computation of diluted net income per share because such options were considered anti-dilutive. Options to purchase 30,000 and 16,000 shares for the three and nine months ended September 30, 2014, respectively, were not included in the computation of diluted net income per share because such options were considered anti-dilutive.

 

Segment reporting

 

The Company views its operations as one segment.

11


 

Reclassifications

 

Certain reclassifications have been made to the consolidated financial statements for 2014 in order to conform to the 2015 presentation.

 

Recently issued accounting standards

 

In May, 2014, the FASB issued new accounting guidance which amended the existing accounting standards for revenue recognition. The new accounting guidance establishes principles for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services. This guidance is currently effective for the Company’s fiscal year beginning January 1, 2018. Early adoption is permitted for the Company’s fiscal year beginning January 1, 2017. The amendments may be applied retrospectively to each prior period presented or retrospectively with the cumulative effect recognized as of the date of initial application. The Company is currently in the process of evaluating the impact of adoption of the new accounting guidance on its consolidated financial statements.

 

3. Real estate facilities

 

The activity in real estate facilities for the nine months ended September 30, 2015 is as follows (in thousands):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Buildings and

 

Accumulated

 

 

 

 

Land

 

Improvements

 

Depreciation

 

Total

Balances at December 31, 2014

$

793,569 

 

$

2,182,993 

 

$

(991,497)

 

$

1,985,065 

Capital expenditures, net

 

 

 

37,372 

 

 

 

 

37,372 

Disposals

 

 

 

(10,701)

 

 

10,701 

 

 

Depreciation and amortization

 

 

 

 

 

(79,243)

 

 

(79,243)

Transfer to properties held for disposition

 

 

 

(445)

 

 

478 

 

 

33 

Balances at September 30, 2015

$

793,569 

 

$

2,209,219 

 

$

(1,059,561)

 

$

1,943,227 

 

The purchase price of acquired properties is recorded to land, buildings and improvements (including tenant improvements, unamortized lease commissions, acquired in-place lease values, and tenant relationships, if any) and intangible assets and liabilities associated with the value of above-market and below-market leases based on their respective estimated fair values. Acquisition-related costs are expensed as incurred.

 

In determining the fair value of the tangible assets of the acquired properties, management considers the value of the properties as if vacant as of the acquisition date. Management must make significant assumptions in determining the value of assets acquired and liabilities assumed. Using different assumptions in the recording of the purchase cost of the acquired properties would affect the timing of recognition of the related revenue and expenses. Amounts recorded to land are derived from comparable sales of land within the same region. Amounts recorded to buildings and improvements, tenant improvements and unamortized lease commissions are based on current market replacement costs and other market information. The amount recorded to acquired in-place leases is determined based on management’s assessment of current market conditions and the estimated lease-up periods for the respective spaces.

 

On September 28, 2015, the Company completed the sale of McKellips Business Park located in Tempe, Arizona, aggregating 23,000 square feet, for net proceeds of $1.3 million, which resulted in a net gain of $759,000.

 

In July, 2015, the Company completed the sale of two business parks located in Sacramento, California, for net proceeds of $29.3 million, which resulted in a net gain of $15.0 million.  On July 24, 2015, the Company disposed of North Pointe Business Park, which consists of five multi-tenant flex buildings aggregating 213,000 square feet.  On July 31, 2015, the Company disposed of Northgate Business Park, which consists of 12 multi-tenant flex buildings comprising 154,000 square feet.

12


 

On February 27, 2015, as part of an eminent domain process with the Central Puget Sound Regional Transit Authority, the Company sold five buildings, aggregating 82,000 square feet, at the Company’s Overlake Business Park located in Redmond, Washington, for $13.9 million, which resulted in a net gain of $4.8 million.

 

On February 13, 2015, the Company completed the sale of Milwaukie Business Park located in Milwaukie, Oregon, for net proceeds of $10.6 million, which resulted in a net gain of $7.6 million. The park consists of six multi-tenant flex buildings aggregating 102,000 square feet.

 

The Company has a 125,000 square foot building, which sits on a five-acre parcel of land within the Company’s Westpark Business Park in Tysons, Virginia, classified as land and building held for development. The Company previously entered into a joint venture, in which it has a 95.0% economic interest, with a real estate development company for the purpose of developing a 395-unit multi-family building on this site. Having obtained all the required entitlements and site plan approvals necessary to proceed with construction, subsequent to September 30, 2015, the Company contributed the property to the joint venture and commenced demolition and site preparation. The land and capitalized development costs were $21.2 million and $18.4 million at September 30, 2015 and December 31, 2014, respectively. For the nine months ended September 30, 2015, the Company capitalized costs of $2.8 million related to this development, of which $813,000 were capitalized interest costs.

 

4. Leasing activity

 

The Company leases space in its real estate facilities to tenants primarily under non-cancelable leases generally ranging from one to 10 years. Future minimum rental revenues, excluding recovery of operating expenses under these leases, are as follows as of September 30, 2015 (in thousands):

 

 

 

 

 

 

 

2015

$

70,249 

2016

 

246,371 

2017

 

181,827 

2018

 

131,249 

2019

 

89,435 

Thereafter

 

157,220 

Total

$

876,351 

 

In addition to minimum rental payments, certain tenants reimburse the Company for their pro rata share of specified operating expenses. Such reimbursements amounted to $19.5 million and $20.7 million for the three months ended September 30, 2015 and 2014, respectively, and $59.5 million and $61.5 million for the nine months ended September 30, 2015 and 2014, respectively. These amounts are included as rental income in the accompanying consolidated statements of income.

 

Leases accounting for 3.6% of total leased square footage are subject to termination options, of which 1.1% of total leased square footage have termination options exercisable through December 31, 2015 (unaudited). In general, these leases provide for termination payments should the termination options be exercised. The future minimum rental revenues in the above table assume such options are not exercised.

 

5. Bank loans

 

The Company has a line of credit (the “Credit Facility”) with Wells Fargo Bank, National Association (“Wells Fargo”). The Credit Facility has a borrowing limit of $250.0 million and expires May 1, 2019. The rate of interest charged on borrowings is based on the London Interbank Offered Rate (“LIBOR”) plus 0.875% to LIBOR plus 1.70% depending on the Company’s credit ratings. Currently, the Company’s rate under the Credit Facility is LIBOR plus 0.925%. In addition, the Company is required to pay an annual facility fee ranging from 0.125% to 0.30% of the borrowing limit depending on the Company’s credit ratings (currently 0.15%). The Company had no balance outstanding on the Credit Facility at September 30, 2015 and December 31, 2014. The Company had $827,000 and  $1.0 million of unamortized commitment fees as of September 30, 2015 and December 31, 2014, respectively. The

13


 

Credit Facility requires the Company to meet certain covenants, all of which the Company was in compliance with as of September 30, 2015. Interest on outstanding borrowings is payable monthly.  

 

6. Mortgage note payable

 

The Company has  a $250.0 million mortgage note payable with a fixed interest rate of 5.45% secured by 4.8 million square feet of commercial properties with a net book value of $420.4 million at September 30, 2015. The interest is payable monthly with a maturity date of December  1, 2016, prepayable without penalty on June 1, 2016. 

 

7. Noncontrolling interests

 

As described in Note 2, the Company reports noncontrolling interests within equity in the consolidated financial statements, but separate from the Company’s shareholders’ equity. In addition, net income allocable to noncontrolling interests is shown as a reduction from net income in calculating net income allocable to common shareholders.

 

Common partnership units

 

The Company presents the accounts of PSB and the Operating Partnership on a consolidated basis. Ownership interests in the Operating Partnership that can be redeemed for common stock, other than PSB’s interest, are classified as noncontrolling interests—common units in the consolidated financial statements. Net income allocable to noncontrolling interests—common units consists of the common units’ share of the consolidated operating results after allocation to preferred units and shares. Beginning one year from the date of admission as a limited partner (common units) and subject to certain limitations described below, each limited partner other than PSB has the right to require the redemption of its partnership interest.

 

A limited partner (common units) that exercises its redemption right will receive cash from the Operating Partnership in an amount equal to the market value (as defined in the Operating Partnership Agreement) of the partnership interests redeemed. In lieu of the Operating Partnership redeeming the common units for cash, PSB, as general partner, has the right to elect to acquire the partnership interest directly from a limited partner exercising its redemption right, in exchange for cash in the amount specified above or by issuance of one share of PSB common stock for each unit of limited partnership interest redeemed.

 

A limited partner (common units) cannot exercise its redemption right if delivery of shares of PSB common stock would be prohibited under the applicable articles of incorporation, or if the general partner believes that there is a risk that delivery of shares of common stock would cause the general partner to no longer qualify as a REIT, would cause a violation of the applicable securities laws, or would result in the Operating Partnership no longer being treated as a partnership for federal income tax purposes.

 

At September 30, 2015, there were 7,305,355 common units owned by PS, which are accounted for as noncontrolling interests. Combined with PS’s existing common stock ownership, on a fully converted basis, PS has a combined ownership of 42.1%  (or 14.5 million shares) of the Company’s common equity.

 

8. Related party transactions

 

The Operating Partnership manages industrial, office and retail facilities for PS. These facilities, all located in the United States, operate under the “Public Storage” or “PS Business Parks” names. The PS Business Parks name and logo are owned by PS and licensed to the Company under a non-exclusive, royalty-free license agreement. The license can be terminated by either party for any reason with six months written notice.

 

Under the property management contract with PS, the Operating Partnership is compensated based on a percentage of the gross revenues of the facilities managed. Under the supervision of the property owners, the Operating Partnership coordinates rental policies, rent collections, marketing activities, the purchase of equipment and supplies, maintenance activities, and the selection and engagement of vendors, suppliers and independent contractors. In

14


 

addition, the Operating Partnership assists and advises the property owners in establishing policies for the hire, discharge and supervision of employees for the operation of these facilities, including property managers and leasing, billing and maintenance personnel.

 

The property management contract with PS is for a seven-year term with the agreement automatically extending for an additional one-year period upon each one-year anniversary of its commencement (unless cancelled by either party). Either party can give notice of its intent to cancel the agreement upon expiration of its current term. Management fee revenues under this contract were $130,000 and $164,000 for the three months ended September 30, 2015 and 2014, respectively, and $410,000 and $495,000 for the nine months ended September 30, 2015 and 2014, respectively.

 

PS also provides property management services for the self-storage component of two assets owned by the Company. These self-storage facilities, located in Palm Beach County, Florida, operate under the “Public Storage” name.

 

Under the property management contract, PS is compensated based on a percentage of the gross revenues of the facilities managed. Under the supervision of the Company, PS coordinates rental policies, rent collections, marketing activities, the purchase of equipment and supplies, maintenance activities, and the selection and engagement of vendors, suppliers and independent contractors. In addition, PS is responsible for establishing the policies for the hire, discharge and supervision of employees for the operation of these facilities, including on-site managers, assistant managers and associate managers.

 

Either the Company or PS can cancel the property management contract upon 60 days’ notice. Management fee expenses under the contract were $21,000 and  $18,000 for the three months ended September 30, 2015 and 2014, respectively,  and $59,000 and $52,000 for the nine months ended September 30, 2015 and 2014, respectively.  

 

Pursuant to a cost sharing and administrative services agreement, the Company shares costs with PS for certain administrative services and rental of corporate office space, which are allocated to PS in accordance with a methodology intended to fairly allocate those costs. These costs totaled $117,000 and $113,000 for the three months ended September 30, 2015 and 2014, respectively, and $352,000 and $338,000 for the nine months ended September 30, 2015 and 2014, respectively.

 

The Company had net amounts due to PS of $320,000 at September 30, 2015 and due from PS of $166,000 December 31, 2014, respectively, for these contracts, as well as for certain operating expenses paid by the Company on behalf of PS.

 

9. Shareholders’ equity

 

Preferred stock

 

As of September 30, 2015 and December 31, 2014, the Company had the following series of preferred stock outstanding:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

September 30, 2015

 

December 31, 2014

 

 

 

 

Earliest Potential

 

Dividend

 

Shares

 

Amount

 

Shares

 

Amount

Series 

 

Issuance Date

 

Redemption Date

 

Rate

 

Outstanding

 

(in thousands)

 

Outstanding

 

(in thousands)

Series S

 

January, 2012

 

January, 2017

 

6.450% 

 

9,200 

 

$

230,000 

 

9,200 

 

$

230,000 

Series T

 

May, 2012

 

May, 2017

 

6.000% 

 

14,000 

 

 

350,000 

 

14,000 

 

 

350,000 

Series U

 

September, 2012

 

September, 2017

 

5.750% 

 

9,200 

 

 

230,000 

 

9,200 

 

 

230,000 

Series V

 

March, 2013

 

March, 2018

 

5.700% 

 

4,400 

 

 

110,000 

 

4,400 

 

 

110,000 

Series R

 

October, 2010

 

October, 2015

 

6.875% 

 

 

 

 

3,000 

 

 

75,000 

Total

 

 

 

 

 

 

 

36,800 

 

$

920,000 

 

39,800 

 

$

995,000 

 

15


 

Subsequent to September 30, 2015, the Company completed the redemption of its 6.875% Cumulative Preferred Stock, Series R, at its par value of $75.0 million. The Company reported the non-cash distributions of $2.5 million, representing the original issuance costs, as a reduction of net income allocable to common shareholders and unit holders for the three and nine months ended September 30, 2015. As of September 30, 2015, the Company reclassified the 6.875% Cumulative Preferred Stock, Series R, of $75.0 million from equity to liabilities as preferred stock called for redemption.

 

The Company recorded $17.6 million and $15.1 million in distributions to its preferred shareholders for the three months ended September 30, 2015 and 2014, respectively. The Company recorded $47.9 million and $45.4 million in distributions to its preferred shareholders for the nine months ended September 30, 2015 and 2014, respectively.

 

Holders of the Company’s preferred stock will not be entitled to vote on most matters, except under certain conditions. In the event of a cumulative arrearage equal to six quarterly dividends, the holders of the preferred stock will have the right to elect two additional members to serve on the Company’s Board of Directors until all events of default have been cured. At September 30, 2015, there were no dividends in arrears.

 

Except under certain conditions relating to the Company’s qualification as a REIT, the preferred stock is not redeemable prior to the previously noted redemption dates. On or after the respective redemption dates, the respective series of preferred stock will be redeemable, at the option of the Company, in whole or in part, at $25.00 per depositary share, plus any accrued and unpaid dividends. The Company had $29.3 million and $31.8 million of deferred costs in connection with the issuance of preferred stock as of September 30, 2015 and December 31, 2014, respectively, which the Company will report as additional non-cash distributions upon notice of its intent to redeem such shares.

 

Common stock

 

No shares of common stock were repurchased under the board approved common stock repurchase program during either of the nine months ended September 30, 2015 and 2014.

 

The Company paid $16.2 million ($0.60 per common share) and $13.5 million ($0.50 per common share) in distributions to its common shareholders for the three months ended September 30, 2015 and 2014,  respectively, and $43.2 million ($1.60 per common share) and $40.4 million ($1.50 per common share) for the nine months ended September 30, 2015 and 2014, respectively.

 

Equity stock

 

In addition to common and preferred stock, the Company is authorized to issue 100.0 million shares of Equity Stock. The Articles of Incorporation provide that Equity Stock may be issued from time to time in one or more series and give the Board of Directors broad authority to fix the dividend and distribution rights, conversion and voting rights, redemption provisions and liquidation rights of each series of Equity Stock.

 

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.

 

11. Stock compensation

 

PSB has a 2003 Stock Option and Incentive Plan (the “2003 Plan”) and a 2012 Equity and Performance-Based Incentive Compensation Plan (the “2012 Plan”) covering 1.5 million and 1.0 million shares of PSB’s common stock, respectively. Under the 2003 Plan and 2012 Plan, PSB has granted non-qualified options to certain directors, officers and key employees to purchase shares of PSB’s common stock at a price not less than the fair market value of the

16


 

common stock at the date of grant. Additionally, under the 2003 Plan and 2012 Plan, PSB has granted restricted shares of common stock to certain directors and restricted stock units to officers and key employees. 

 

The weighted average grant date fair value of options granted during the nine months ended September 30, 2015 and 2014 was $8.49 per share and $10.95 per share, respectively. The Company has calculated the fair value of each option grant on the date of grant using the Black-Scholes option-pricing model with the following weighted average assumptions used for grants during the nine months ended September 30, 2015 and 2014, respectively: a dividend yield of 2.5% and 2.3%;  expected volatility of 16.1% and 17.7%;  expected life of five years; and risk-free interest rates of 1.4% and 1.7%.

 

The weighted average grant date fair value of restricted stock units granted during the nine months ended September 30, 2015 and 2014 was $82.78 and $81.47, respectively. The Company calculated the fair value of each restricted stock unit grant using the market value on the date of grant. 

 

At September 30, 2015, there was a combined total of 835,000 options and restricted stock units authorized to be granted.

 

Information with respect to outstanding options and nonvested restricted stock units granted under the 2003 Plan and 2012 Plan is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

 

Aggregate

 

 

 

Weighted

 

Average

 

 

Intrinsic

 

Number of

 

Average

 

Remaining

 

 

Value

Options:

Options

 

Exercise Price

 

Contract Life

 

 

(in thousands)

Outstanding at December 31, 2014

341,852 

 

$

57.11 

 

 

 

 

 

Granted

16,000 

 

$

80.13 

 

 

 

 

 

Exercised

(78,790)

 

$

50.60 

 

 

 

 

 

Forfeited

 

$

 

 

 

 

 

Outstanding at September 30, 2015

279,062 

 

$

60.27 

 

5.16 Years

 

$

5,400 

Exercisable at September 30, 2015

213,316 

 

$

55.86 

 

4.30 Years

 

$

5,028 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted

 

Number of

 

Average Grant

Restricted Stock Units:

Units

 

Date Fair Value

Nonvested at December 31, 2014

35,170 

 

$

65.62 

Granted

75,606 

 

$

82.78 

Vested

(25,384)

 

$

74.19 

Forfeited

(6,420)

 

$

76.34 

Nonvested at September 30, 2015