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PSB > SEC Filings for PSB > Form 10-Q on 4-Nov-2008All Recent SEC Filings

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Form 10-Q for PS BUSINESS PARKS INC/CA


4-Nov-2008

Quarterly Report


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Forward-Looking Statements: Forward-looking statements are made throughout this Quarterly Report on Form 10-Q. For this purpose, any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. Without limiting the foregoing, the words "may," "believes," "anticipates," "plans," expects," "seeks," "estimates," "intends," and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of the Company to differ materially from those indicated by such forward-looking statements, including those detailed under the heading "Item 1A. Risk Factors" in Part II of this quarterly report on Form 10-Q. In light of the significant uncertainties inherent in the forward-looking statements included herein, the inclusion of such information should not be regarded as a representation by us or any other person that our objectives and plans will be achieved. Moreover, we assume no obligation to update these forward-looking statements to reflect actual results, changes in assumptions or changes in other factors affecting such forward-looking statements.
Overview
The Company owns and operates approximately 19.6 million rentable square feet of flex, industrial and office properties located in eight states. The Company focuses on increasing profitability and cash flow aimed at maximizing shareholder value. The Company strives to maintain high occupancy levels while increasing rental rates when market conditions allow. The Company also acquires properties which it believes will create long-term value, and disposes of properties which no longer fit within the Company's strategic objectives or in situations where the Company believes it can optimize cash proceeds. Operating results are driven by income from rental operations and are therefore substantially influenced by rental demand for space within our properties.
During the first nine months of 2008, the Company successfully leased or re-leased 4.1 million square feet of space while experiencing a modest decrease in rental rates. Total net operating income for the nine months ended September 30, 2008 increased $6.7 million or 4.9% compared to the nine months ended September 30, 2007. See further discussion of operating results below. Critical Accounting Policies and Estimates:
Our accounting policies are described in Note 2 to the consolidated financial statements included in this Form 10-Q. We believe our most critical accounting policies relate to revenue recognition, allowance for doubtful accounts, impairment of long-lived assets, depreciation, accruals of operating expenses and accruals for contingencies, each of which we discuss below.
Revenue Recognition: We recognize revenue in accordance with Staff Accounting Bulletin No. 104 of the Securities and Exchange Commission, Revenue Recognition in Financial Statements ("SAB 104"), as amended. SAB 104 requires that the following four basic criteria must be met before revenue can be recognized:
persuasive evidence of an arrangement exists; the delivery has occurred or services rendered; the fee is fixed or determinable; and collectibility 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 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 Acquisitions: In accordance with Statement of Financial Accounting Standards ("SFAS") No. 141, "Business Combinations," we allocate the purchase price of acquired properties to land, buildings and equipment and identified tangible and intangible assets and liabilities associated with in-place leases (including tenant improvements, unamortized lease commissions, value of above-market and below-market leases, acquired in-place lease values, and tenant relationships, if any) based on their respective estimated fair values.


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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 allocation of the purchase cost of the acquired properties would affect the timing of recognition of the related revenue and expenses. Amounts allocated to land are derived from comparable sales of land within the same region. Amounts allocated to buildings and improvements, tenant improvements and unamortized lease commissions are based on current market replacement costs and other market rate information.
The value allocable to the above-market or below-market in-place lease values of acquired properties is determined based upon the present value (using a discount rate which reflects the risks associated with the acquired leases) of the difference between (i) the contractual rents 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 amounts allocated to above-market or below-market leases are included in other assets or other liabilities in the accompanying consolidated balance sheets and are amortized on a straight-line basis as an increase or reduction of rental income over the remaining non-cancelable term of the respective leases.
Allowance for Doubtful Accounts: Rental revenue from our tenants is our principal source of revenue. We monitor the collectibility of our receivable balances including the deferred rent receivable on an ongoing basis. Based on these reviews, we maintain an allowance for doubtful accounts for estimated losses resulting from the possible inability of our tenants to make required rent payments to us. Tenant receivables and deferred rent receivables are carried net of the allowances for uncollectible tenant receivables and deferred rent. As discussed below, determination of the adequacy of these allowances requires significant judgments and estimates. Our estimate of the required allowance is subject to revision as the factors discussed below change and is sensitive to the effect of economic and market conditions on our tenants. Tenant receivables consist primarily of amounts due for contractual lease payments, reimbursements of common area maintenance expenses, property taxes and other expenses recoverable from tenants. Determination of the adequacy of the allowance for uncollectible current tenant receivables is performed using a methodology that incorporates specific identification, aging analysis, an overall evaluation of the historical loss trends and the current economic and business environment. The specific identification methodology relies on factors such as the age and nature of the receivables, the payment history and financial condition of the tenant, the assessment of the tenant's ability to meet its lease obligations, and the status of negotiations of any disputes with the tenant. The allowance also includes a reserve based on historical loss trends not associated with any specific tenant. This reserve as well as the specific identification reserve is reevaluated quarterly based on economic conditions and the current business environment.
Deferred rent receivable represents the amount that the cumulative straight-line rental income recorded to date exceeds cash rents billed to date under the lease agreement. Given the long-term nature of these types of receivables, determination of the adequacy of the allowance for unbilled deferred rent receivable is based primarily on historical loss experience. Management evaluates the allowance for unbilled deferred rent receivable using a specific identification methodology for significant tenants designed to assess their financial condition and ability to meet their lease obligations.


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Impairment of Long-Lived Assets: The Company evaluates a property for potential impairment whenever events or changes in circumstances indicate that its carrying amount may not be recoverable. On a quarterly basis, we evaluate our whole portfolio for impairment based on current operating information. In the event that these periodic assessments reflect that the carrying amount of a property exceeds the sum of the undiscounted cash flows (excluding interest) that are expected to result from the use and eventual disposition of the property, the Company would recognize an impairment loss to the extent the carrying amount exceeded the estimated fair value of the property. The estimation of expected future net cash flows is inherently uncertain and relies on subjective assumptions dependent upon future and current market conditions and events that affect the ultimate value of the property. Management must make assumptions related to the property such as future rental rates, tenant allowances, operating expenditures, property taxes, capital improvements, occupancy levels and the estimated proceeds generated from the future sale of the property. These assumptions could differ materially from actual results in future periods. Since SFAS No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets," provides that the future cash flows used in this analysis be considered on an undiscounted basis, our intent to hold properties over the long-term directly decreases the likelihood of recording an impairment loss. If our strategy changes or if market conditions otherwise dictate an earlier sale date, an impairment loss could be recognized, and such loss could be material. Depreciation: We compute depreciation on our buildings and equipment using the straight-line method based on estimated useful lives of generally 30 and five years, respectively. A significant portion of the acquisition cost of each property is allocated to building and building components. The allocation of the acquisition cost to building and building components, as well as the determination of their useful lives are based on estimates. If we do not appropriately allocate to these components or we incorrectly estimate the useful lives of these components, our computation of depreciation expense may not appropriately reflect the actual impact of these costs over future periods, which will affect net income. In addition, the net book value of real estate assets could be overstated or understated. The statement of cash flows, however, would not be affected.
Accruals of Operating Expenses: The Company accrues for property tax expenses, performance bonuses and other operating expenses each quarter based on historical trends and anticipated disbursements. If these estimates are incorrect, the timing and amount of expense recognized will be affected. Accruals for Contingencies: The Company is exposed to business and legal liability risks with respect to events that may have occurred, but in accordance with U.S. generally accepted accounting principles ("GAAP") has not accrued for such potential liabilities because the loss is either not probable or not estimable. Future events and the result of pending litigation could result in such potential losses becoming probable and estimable, which could have a material adverse impact on our financial condition or results of operations. Effect of Economic Conditions on the Company's Operations:
During the first nine months of 2008, the weakening economic conditions were reflected in commercial real estate as the Company experienced a decrease in new rental rates over expiring rents. It is uncertain what impact a recession or similar economic conditions may have on the Company's ability to maintain high occupancy levels and increase rents. While the Company has not experienced a significant impact from the slowed economy, conditions may change and the Company may be impacted by lower occupancy and a reduced ability to raise rents. While the Company historically has experienced a low level of write-offs due to bankruptcy, there is inherent uncertainty in a tenant's ability to continue paying rent when in bankruptcy. As of September 30, 2008, the Company had approximately 18,000 square feet occupied by tenants that are protected by Chapter 11 of the U.S. Bankruptcy Code. Given the historical uncertainty of these tenants' ability to meet their lease obligations, we will continue to reserve any income that would have been realized on a straight-line basis. Several other tenants have contacted us, requesting early termination of their lease, reduction in space under lease, rent deferment or abatement. At this time, the Company cannot anticipate what impact, if any, the ultimate outcome of these discussions will have on our operating results.


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Company Performance and Effect of Economic Conditions on Primary Markets:
The Company's operations are substantially concentrated in 10 regions. Current market conditions for each region are summarized below. During the nine months ended September 30, 2008, rental rates on new and renewed leases within the Company's overall portfolio decreased 0.1% over expiring rents. Excluding a 45,000 square foot lease executed during the third quarter of 2008 on a space in Northern California, rental rates on new and renewed leases would have increased 1.5%. The Company has compiled the market occupancy information set forth below using third party reports for each respective market. The Company considers these sources to be reliable, but there can be no assurance that the information in these reports is accurate.
The Company owns approximately 4.0 million square feet in Southern California. Market vacancies have increased primarily due to the number of sub-prime lenders, mortgage brokers and other related businesses that have vacated office space, creating significantly more competition for tenants. These vacancies have had less of an impact on flex space, which comprises approximately 63.7% of the Company's Southern California portfolio. Vacancy rates in Southern California range from 2.5% to 15.9%. The Company's vacancy rate in this region at September 30, 2008 was 7.2%. For the nine months ended September 30, 2008, the overall market experienced negative net absorption of 0.4% attributed to the mortgage and housing-related companies as well as newly constructed space completed during 2008. The Company's weighted average occupancy for the region decreased from 94.8% for the first nine months in 2007 to 93.5% for the first nine months in 2008. Annualized realized rent per square foot increased 2.6% from $16.98 per square foot for the first nine months in 2007 to $17.42 per square foot for the first nine months in 2008. Although these markets continue to experience increasing rental rates, the Company has seen signs of easing rental rate growth and modestly increasing concessions due to higher vacancies in the office market. Additionally, construction of Class A buildings, primarily in Orange County, could have an impact on the Company's ability to maintain occupancy and generate rental rate growth within the office portfolio. The Company owns approximately 1.8 million square feet in Northern California with concentrations in Sacramento, the East Bay (Hayward and San Ramon) and Silicon Valley (San Jose). Vacancy rates in these submarkets are 16.9%, 20.7% and 14.3%, respectively. The Company's vacancy rate in its Northern California portfolio at September 30, 2008 was 8.6%. Demand in these submarkets has slowed measurably in the second half of 2008. Lease renewals and short term leases were the most common leasing activity in the market during this quarter as firms are seeking ways of reducing costs and curbing expansion. For the nine months ended September 30, 2008, the combined submarkets experienced positive net absorption of 0.6%, however, the time necessary to execute a transaction has lengthened as tenants weigh their options and negotiate on concessions. The Company's weighted average occupancy in this region increased from 90.7% for the first nine months in 2007 to 92.3% for the first nine months in 2008. Annualized realized rent per square foot increased 3.3% from $13.81 per square foot for the first nine months in 2007 to $14.27 per square foot for the first nine months in 2008. The Company owns approximately 1.2 million square feet in Southern Texas, specifically in the Austin and Houston markets. Market vacancy rates are 11.0% in the Austin market and 11.8% in the Houston market. The Company's vacancy rate for these combined markets at September 30, 2008 was 6.9%. During the first half of 2008, job growth in both the Austin and Houston markets along with the strong oil and gas industry in the Houston market have increased leasing activity. However, during the third quarter of 2008 demand has softened in these markets as evidenced by increased tenant incentives such as free rent or higher improvement allowances. For the nine months ended September 30, 2008, the combined markets experienced positive net absorption of 0.7%. The Company's weighted average occupancy in this region decreased from 95.3% for the first nine months in 2007 to 95.0% for the first nine months in 2008. Annualized realized rent per square foot increased 4.5% from $10.82 per square foot for the first nine months in 2007 to $11.31 per square foot for the first nine months in 2008. Texas leads the nation in scheduled construction projects, and as construction outweighs demand, it could have an impact on the Company's ability to maintain occupancy and generate rental rate growth within the Company's portfolio.


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The Company owns approximately 1.7 million square feet in Northern Texas, primarily located in the Dallas Metroplex market. The market vacancy rate in Las Colinas, where a significant concentration of the Company's properties are located, is 10.6%. The Company's vacancy rate at September 30, 2008 in this market was 6.8%. For the nine months ended September 30, 2008, the market experienced positive net absorption of 0.8% as the result of continued job growth. During 2008, modest new construction continued, which included both speculative construction, as well as owner-user construction. Despite the new construction, the Company has experienced a modest level of leasing activity during the first nine months of 2008 generating rental rate growth and higher occupancy. The Company's weighted average occupancy for the region increased from 86.7% for the first nine months in 2007 to 92.9% for the first nine months in 2008. Annualized realized rent per square foot increased 3.4% from $10.34 per square foot for the first nine months in 2007 to $10.69 per square foot for the first nine months in 2008 as rental rates have increased modestly over expiring leases. However, new construction completed during the year could have an impact on the Company's ability to maintain occupancy and generate rental rate growth within the Company's portfolio.
The Company owns approximately 3.6 million square feet in South Florida. The Company owns Miami International Commerce Center ("MICC") located in the Airport West submarket of Miami-Dade County. While the saturation of the condominium and housing markets in Miami has negatively impacted its overall economy, it has had little impact on international trade-based assets, such as industrial and flex space, which constitutes the majority of the Company's South Florida portfolio. MICC is located less than one mile from the cargo entrance of the Miami International Airport, which is one of the most active ports in the United States. The Company acquired two assets in Palm Beach County at the end of 2006, comprising 398,000 square feet. The downturn in the housing market and slowing economy have adversely affected Palm Beach County. Market vacancy rates for Miami-Dade County and Palm Beach County are 6.9% and 8.4%, respectively, compared with the Company's South Florida vacancy rate of 3.9% at September 30, 2008. For the nine months ended September 30, 2008, the combined markets experienced negative net absorption of 0.4%. The Company's weighted average occupancy in this region outperformed the market and remained strong, decreasing slightly from 97.0% for the first nine months in 2007 to 96.8% for the first nine months in 2008. Annualized realized rent per square foot increased 5.4% from $8.82 per square foot for the first nine months in 2007 to $9.30 per square foot for the first nine months in 2008.
The Company owns approximately 3.0 million square feet in the Northern Virginia submarket of Washington D.C., where the average market vacancy rate is 12.3%. Vacancy rates in this market increased as new supply continues to outpace the demand coupled with tenants downsizing their existing space. Despite the increase in the market's vacancy rate, the Company's vacancy rate at September 30, 2008 was 2.7%. For the nine months ended September 30, 2008, the market experienced positive net absorption of 1.0%. The increase in sublease space and decrease in demand has lengthened the time of lease negotiation as tenants weigh their options and negotiate on tenant improvements. Higher concessions are more prevalent as landlords entice prospective tenants, while they struggle to keep rents steady. These factors could limit the Company's ability to generate rental rate growth and place pressure on occupancy. The Company's annualized realized rent per square foot increased 3.4% from $19.43 per square foot for the first nine months in 2007 to $20.10 per square foot for the first nine months in 2008. The Company's weighted average occupancy increased from 94.9% for the first nine months in 2007 to 97.5% for the first nine months in 2008.
The Company owns approximately 1.8 million square feet in the Maryland submarket of Washington D.C. The Company's vacancy rate in the region at September 30, 2008 was 7.4% compared to 11.8% for the market as a whole. The market vacancy rate increased as new developments are completed with limited preleasing activities combined with more companies contracting and reorganizing business operations. Rather than dropping rental rates, landlords are offering higher concessions to prospective tenants. For the nine months ended September 30, 2008, the market experienced negative net absorption of 0.4%, which is attributed to a decrease in demand for large blocks of space due to the slowing economy. The Company's weighted average occupancy decreased from 94.5% for the first nine months in 2007 to 92.5% for the first nine months in 2008, modestly outperforming the market. The decrease in occupancy was primarily related to a 67,000 square foot tenant vacating its space at the end of 2007. Annualized realized rent per square foot increased 0.5% from $23.18 per square foot for the first nine months in 2007 to $23.29 per square foot for the first nine months in 2008.


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The Company owns approximately 1.3 million square feet in the Beaverton submarket of Portland, Oregon. The market vacancy rate in this region is 18.6%. The Company's vacancy rate in the market was 15.8% at September 30, 2008. Recent economic trends and slowdown have resulted in increases in both vacancy rates and rent concessions in the market. For the nine months ended September 30, 2008, the market experienced negative net absorption of 3.3%. The Company's weighted average occupancy decreased from 86.9% for the first nine months in 2007 to 84.0% for the first nine months in 2008 primarily related to a 120,000 square foot tenant vacating its space during the second quarter of 2008. Despite the recent trends and slowdown, annualized realized rent per square foot increased 6.5% from $15.76 per square foot for the first nine months in 2007 to $16.79 per square foot for the first nine months in 2008. The increase was primarily the result of the impact from write-offs related to business failures during the nine months ended September 30, 2007.
The Company owns approximately 679,000 square feet in the Phoenix and Tempe submarkets of Arizona. Market vacancies increased significantly due in part to the number of housing-related tenants who have vacated space combined with companies contracting and reorganizing business operations, creating significantly more competition for tenants. During 2007 and continuing into 2008, significant construction of buildings has impacted the Company's portfolio and may result in higher lease concessions while limiting the Company's ability to generate rental rate growth. The market vacancy rate is 11.5% compared to the Company's vacancy rate of 13.6% at September 30, 2008. For the nine months ended September 30, 2008, despite the decrease in demand, the market experienced positive net absorption of 0.6%. Although demand for space has subsided, annualized realized rent per square foot increased 3.9% from $11.40 per square foot for the first nine months in 2007 to $11.85 per square foot for the first nine months in 2008. The Company's weighted average occupancy in the region decreased from 87.3% for the first nine months in 2007 to 86.8% for the first nine months in 2008.
The Company owns approximately 521,000 square feet in the state of Washington. On February 16, 2007, the Company acquired Overlake Business Center, a 493,000 square foot multi-tenant office and flex business park located in Redmond, Washington. The technology industry continues to drive the market. The market experienced positive net absorption of 1.2% for the nine months ended September 30, 2008. The Company's vacancy rate in this region at September 30, 2008 was 6.5% compared to 8.5% for the market as a whole. The Company's weighted average occupancy increased from 88.8% for the first nine months in 2007 to 94.7% for the first nine months in 2008. Annualized realized rent per square foot increased 9.5% from $17.52 per square foot for the first nine months in 2007 to $19.18 per square foot for the first nine months in 2008.
Growth of the Company's Operations and Acquisitions and Dispositions of Properties:
The Company is focused on maximizing cash flow from its existing portfolio of properties by expanding its presence in existing and new markets through strategic acquisitions and the disposition of non-strategic assets. The Company has historically maintained a low-leverage-level approach intended to provide the Company with the flexibility for future growth.
In 2007, the Company acquired 870,000 square feet for an aggregate cost of $140.6 million. The Company acquired Overlake Business Center, a 493,000 square foot multi-tenant office and flex business park located in Redmond, Washington, for $76.0 million; Commerce Campus, a 252,000 square foot multi-tenant office and flex business park located in Santa Clara, California, for $39.2 million; and Fair Oaks Corporate Center, a 125,000 square foot multi-tenant office park located in Fairfax, Virginia, for $25.4 million. Scheduled Lease Expirations:
In addition to the 1.3 million square feet, or 6.7%, of currently available space in our total portfolio, leases representing approximately 4.6% of the leased square footage of our total portfolio are scheduled to expire during the remainder of 2008. Leases comprising approximately 203,000 square feet of currently vacant space have been executed as of the date of this report and are expected to commence during the fourth quarter of 2008 and first quarter of 2009. Our ability to re-lease available space depends upon the market conditions in the specific submarkets in which our properties are located.

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