avatar PS Business Parks, Inc. Finance, Insurance, And Real Estate

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    Table of Contents ​ UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☑ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 . 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 of (I.R.S. Employer Identification No.) incorporation or organization) 701 Western Avenue, Glendale, California 91201-2349 (Address of principal executive offices) (Zip Code) 818-244-8080 (Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Title of Each Class Name of Each Exchange on Which Registered Common Stock, $0.01 par value per share New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 5.750% Cumulative Preferred Stock, Series U, $0.01 par value per share New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 5.700% Cumulative Preferred Stock, Series V, $0.01 par value per share New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 5.200% Cumulative Preferred Stock, Series W, $0.01 par value per share New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 5.250% Cumulative Preferred Stock, Series X, $0.01 par value per share New York Stock Exchange Depositary Shares Each Representing 1/1,000 of a Share of 5.200% Cumulative Preferred Stock, Series Y, $0.01 par value per share New York Stock Exchange Securities registered pursuant to Section 12(g) of the Act: None (Title of class) ☑ No ☐ Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act. Yes ☐ No ☑ 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 submittedelectronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐ Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§232.405) is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☑ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company Emerging growth company ☑ ☐ ☐ ☐ ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ 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 June 30, 2018, the aggregate market value of the registrant’s common stock held by non-affiliates of the registrant was $2,553,972,195 based on the closing price as reported on that date. Number of shares of the registrant’s common stock, par value $0.01 per share, out standing as of February 18, 2019(the latest practicable date): 27,362,101. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive proxy statement to be filed in connection with the Annual Meeting of Shareholders to be held in 19 20 are incorporated by reference into Part III of this Annual Report on Form 10-K.


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    Table of Contents PART I ITEM 1. BUSINESS Forward-Looking Statements Forward-looking statements, within the meaning of the Private Securities Litigation Reform Act of 1995, are made throughout this Annual Report on Form 10-K. 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 but not limited to (a) changes in general economic and business conditions; (b) decreases in rental rates or increases in vacancy rates/failure to renew or replace expiring leases; (c) tenant defaults; (d) the effect of the recent credit and financial market conditions; (e) our failure to maintain our status as a real estate investment trust (a “REIT”) under the Internal Revenue Code of 1986, as amended (the “Code”); (f) the economic health of our customers; (g) increases in operating costs; (h) casualties to our properties not covered by insurance; (i) the availability and cost of capital; (j) increases in interest rates and its effect on our stock price; and (k) other factors discussed under the heading Item 1A, “Risk Factors.” 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, except as required by law. The Company PS Business Parks, Inc. (“PSB”) is a fully-integrated, self-advised and self-managed REIT that owns, operates, acquires and develops commercial properties, primarily multi-tenant industrial, flex and office space. Substantially all of PSB’s assets are held, and its business conducted, through PS Business Parks, L.P. (the “OP”), a California limited partnership. PSB has full, exclusive, and complete control of the OP as the sole general partner and, as of December 31, 2018, owned 78.9% of the common partnership units, with Public Storage (“PS”) owning the remainder. Assuming issuance of PSB common stock upon redemption of the common partnership units held by PS, PS would own 41.7% (or 14.5 million shares) of the outstanding shares of the Company’s common stock. Unless otherwise indicated or unless the context requires otherwise, all references to “the Company,” “we,” “us,” “our” and similar references mean PS Business Parks, Inc. and its subsidiaries, including the OP and our consolidated joint venture. As of December 31, 2018, we owned and operated 28.2 million rentable square feet of commercial space, comprising 96 business parks, in California, Texas, Virginia, Florida, Maryland and Washington. The Company focuses on owning concentrated business parks which provide the Company with the greatest flexibility to meet the needs of its customers. Along with the commercial space, we also have a 95.0% interest in a 395-unit apartment complex. The Company also manages 450,000 rentable square feet on behalf of PS. History of the Company: The Company was formed in 1990 as a California corporation. Through a series of transactions between January, 1997 to March, 1998, the Company was renamed “PS Business Parks, Inc.” and became a publicly held, fully integrated, self- advised and self-managed REIT having interests in commercial real estate held through our OP. Principal Business Activities We are in the commercial property business, with 96 business parks consisting of multi-tenant industrial, flex and office space. The Company owns 17.5 million square feet of industrial space that has characteristics similar to the warehouse component of the flex space as well as ample dock access. We own 6.7 million square feet of flex space, representing industrial buildings that are configured with a combination of warehouse and office space and can be designed to fit a wide variety of uses. The warehouse component of the flex space has a number of uses including light manufacturing and assembly, storage and warehousing, showroom, laboratory, distribution and research and development activities. The office component of flex space is complementary to the warehouse component by enabling businesses to accommodate management and production staff in the same facility. In addition, the Company owns 4.0 million square feet of low-rise office space, generally either in business parks that combine office and flex space or in submarkets where the market demand is more office focused. 2


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    Table of Contents We generally seek to operate in multi-tenant buildings in multi-building business parks which accommodate various businesses and uses. Our business parks average 10 buildings and 800,000 rentable square feet per park, located on parcels of various sizes, ranging from one to 49 buildings and 12,000 to 3.5 million square feet of rentable space. Parking is generally open but in some instances is covered. The ratio of parking spaces to rentable square feet generally ranges from two to six per thousand square feet depending upon the use of the property and its location. Office space generally requires a greater parking ratio than most industrial uses. The customer base for our facilities is diverse. The portfolio can be bifurcated into those facilities that service small to medium-sized businesses and those that service larger businesses. Approximately 35.1% of in-place rents from the portfolio are derived from facilities that generally serve small to medium-sized businesses. A property in this facility type is typically divided into units under 5,000 square feet and leases generally range from one to three years. The remaining 64.9% of in-place rents from the portfolio are generally derived from facilities that serve larger businesses, with units 5,000 square feet and larger. The Company also has several customers that lease space in multiple buildings and locations. The U.S. Government is the largest customer with multiple leases encompassing approximately 681,000 square feet and 4.0% of the Company’s annualized rental income. We operate in six states and we may expand our operations to other states or reduce the number of states in which we operate. However, we have no current plans to expand into additional markets or exit existing markets. Properties are acquired for both income and capital appreciation potential; we place no limitation on the amount that can be invested in any specific property. The Company owns land which may be used for the future development of commercial properties including approximately 14.0 acres in Dallas, Texas and 6.4 acres in Northern Virginia. See “Objectives and Strategies” below for further information. Our principal executive offices are located at 701 Western Avenue, Glendale, California 91201-2349, and our telephone number is (818) 244-8080. We maintain a website with the address www.psbusinessparks.com. The information contained on our website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K. We make available free of charge through our website our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K, and amendments to these reports, as soon as reasonably practicable after we electronically file or furnish such material to the Securities and Exchange Commission (the “SEC”). Recent Company Developments Acquisition of Real Estate Facilities: On June 8, 2018, we acquired two multi-tenant industrial parks aggregating 1.1 million rentable square feet in Springfield, Virginia, for a net purchase price of $143.8 million. The occupancy rate of these two parks has increased from 76.1% on the date of acquisition to 76.7% as of December 31, 2018. Development of Multifamily Real Estate: In 2015, we demolished one of our existing office buildings located within our 628,000 square foot office park known as “The Mile” in Tysons, Virginia, and complete d a 395-unit multifamily building (“Highgate”) in 2017, for an aggregate cost of $115.4 million, including the fair value of the land. We leveraged the expertise of a well-regarded local developer and operator of multifamily real estate, who holds a 5.0% interest in the joint venture that owns this development. We are also seeking entitlements to develop an additional multifamily apartment complex on a site held by a 123,000 square foot vacant building we own located within The Mile. See “Objectives and Strategies” below for further information regarding our development and redevelopment activities. Sales of Real Estate Facilities: On March 5, 2018, we sold Corporate Pointe Business Park, a park consisting of five multi-tenant office buildings totaling 161,000 square feet, located in Orange County, California, for net sale proceeds of $41.7 million, which resulted in a gain of $26.8 million. On April 18, 2018, we sold Orange County Business Center, a park consisting of five multi-tenant office buildings totaling 437,000 square feet located in Orange County, California, for net sale proceeds of $73.3 million, which resulted in a gain of $50.6 million. On April 30, 2018, we sold Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net sale proceeds of $11.8 million, which resulted in a gain of $7.9 million. On October 31, 2018, we sold Orangewood Office Park, a park consisting of two multi-tenant office buildings totaling 107,000 square feet located in Orange County, California, for net sale proceeds of $18.3 million, which resulted in a gain of $8.2 million. 3


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    Table of Contents Tax and Corporate Structure For all periods presented herein, we have elected REIT status under the Code. As a REIT, we generally do not incur federal income tax if we distribute substantially all of our “REIT taxable income” (generally, net rents and gains from real property, dividends, and interest) each year, and if we meet certain organizational and operational rules. To the extent that we continue to qualify as a REIT, we will not be taxed, with certain limited exceptions, on the “REIT taxable income” that is currently distributed to our shareholders. We believe we have met these requirements in all periods presented herein, and we expect to continue to elect and qualify as a REIT. PSB is structured as an umbrella partnership REIT (“UPREIT”), with substantially all of our activities conducted through the OP. We acquired interests in certain properties from PS during PSB’s initial formation in exchange for operating partnership units, which allowed PS to defer the recognition of a tax gain on the contributed properties. We have the ability to offer similar tax-efficient transactions to potential sellers of real estate in the future. We are the sole general partner of the OP, which has equity in the form of common partnership units and preferred partnership units that are identical as to terms, coupon rates, and liquidation amounts as our preferred shares outstanding. As of December 31, 2018, we owned 78.9% of the common partnership units of the OP and 100% of the preferred partnership units. The remainder of the common partnership units are owned by PS. The common units owned by PS may be redeemed, subject to certain limitations, for shares of our common stock on a one-for-one basis or, at our option, an equivalent value in cash. The Company’s interest in the OP entitles it to share in cash distributions from, and the profits and losses of, the OP in proportion to the Company’s economic interest in the OP (apart from tax allocations of profits and losses to take into account pre-contribution property appreciation or depreciation). The Company, since 1998, has paid per share dividends on its common and preferred stock that track, on a one-for-one basis, the amount of per unit cash distributions the Company receives from the OP in respect of the common and preferred partnership units in the OP that are owned by the Company. As the general partner of the OP, the Company has the exclusive responsibility under the Operating Partnership Agreement to manage and conduct the business of the OP. The OP is responsible for, and pays when due, its share of all administrative and operating expenses of the properties it owns. Common Officers and Directors with PS Ronald L. Havner, Jr., Chairman of the Company, is also the Chairman of the Board of Trustees of PS. Joseph D. Russell, Jr. is a director of the Company and also President and Chief Executive Officer of PS. Gary E. Pruitt, an independent director of the Company, is also a trustee of PS. Other employees of PS render services to the Company pursuant to a cost sharing and administrative services agreement. Common Services Provided to and by PS We manage industrial, office, and retail facilities in the United States for PS under either the “Public Storage” or “PS Business Parks” names (the “PS Management Agreement”). Under PS’s supervision, we coordinate and assist in rental and marketing activities, property maintenance and other operational activities, including the selection of vendors, suppliers, employees and independent contractors. Management fee revenue derived from the PS Management Agreement totaled $407,000, $506,000 and $518,000 for the years ended December 31, 2018, 2017 and 2016, respectively. PS also provides property management services for the self-storage component of two assets owned by the Company. Management fee expenses under the contract were $96,000, $92,000 and $86,000 for the years ended December 31, 2018, 2017 and 2016, respectively. Pursuant to a cost sharing agreement, we share certain administrative services, corporate office space, and certain other third party costs with PS which are allocated based upon fair and reasonable estimates of the cost of the services expected to be provided. We reimbursed PS $1.2 million, $1.3 million and $1.1 million, respectively, in the years ended December 31, 2018, 2017 and 2016 for costs paid on our behalf, while PS reimbursed us $38,000, $31,000 and $38,000 costs we incurred on their behalf for the years endedDecember 31, 2018, 2017 and 2016, respectively. 4


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    Table of Contents Management Maria R. Hawthorne leads the Company’s senior management team. Ms. Hawthorne is President and Chief Executive Officer of the Company. The Company’s senior management includes: John W. Petersen, Executive Vice President and Chief Operating Officer; Jeffrey D. Hedges, Executive Vice President and Chief Financial Officer; Trenton A. Groves, Senior Vice President and Chief Accounting Officer; Christopher M. Auth, Vice President (Washington Metro Division); Coby A. Holley, Vice President, Investments; Stuart H. Hutchison, Vice President (Southern California and Pacific Northwest Divisions); Richard E. Scott, Vice President (Northern California Division); Eugene Uhlman, Vice President, Construction Management; and David A. Vicars, Vice President (Southeast Division, which includes Florida and Texas). Competition Our properties compete for tenants with similar properties located in our markets primarily on the basis of location, rent charged, services provided and the design and condition of improvements. Competition in the market areas we operate in is significant and has from time to time negatively impacted occupancy levels and rental rates of, and increased the operating expenses of, certain of our properties. Competition may be accelerated by any increase in availability of funds for investment in real estate, because barriers to entry can be relatively low for those with the necessary capital. The demand for space in our markets is impacted by general economic conditions, which can affect the local competition for tenants. Sublease space and unleased developments have from time to time created competition among operators in certain markets in which the Company operates. We also compete for property acquisitions with entities that have greater financial resources than the Company. We believe we possess several distinguishing characteristics and strategies, some of which are described below under “Objectives and Strategies,” that enable us to compete effectively. In addition, we believe our personnel are among the most experienced in these real estate markets. The Company’s facilities are part of a comprehensive system encompassing standardized procedures and integrated reporting and information networks. We believe that the significant operating and financial experience of our executive officers and directors combined with the Company’s capital structure, national investment scope, geographic diversity, financial stability, and economies of scale should enable us to compete effectively. Objectives and Strategies Our primary objective is to grow shareholder value in a risk appropriate and stable manner by maximizing the net cash flow generated by our existing properties, as well as prudently seeking growth through acquisitions and development that generate attractive returns on invested capital. We seek to optimize the net cash flow of our existing properties by maximizing occupancy levels and rental rates, while minimizing capital expenditures and leasehold improvements. Below are the primary elements of our strategy: Concentration in favorable markets: We believe that our properties generally are located in markets that have favorable characteristics such as above average population, job, and income growth, as well as high education levels. In addition, we believe our business parks are generally in higher barrier to entry markets that are close to critical infrastructure, middle to high income housing or universities and have easy access to major transportation arteries. We believe that these characteristics contribute to favorable cash flow stability and growth. Standard build outs and finishes: We generally seek to configure our rentable space with standard buildouts and finishes that meet the needs of a wide variety of tenants, minimizing the need for specialized and costly tenant improvements and enabling space to be “move-in ready” quickly upon vacancy. We believe this makes our space more attractive to potential tenants, allows tenants to move in more quickly and seamlessly, and reduces the cost of capital improvements, relative to real estate operators that offer specialized finishes or build outs. Also, such flexibility facilitates our ability to offer diverse sizes and configurations to meet potential customer’s needs, as well as to change space sizes for existing customers when their needs change, at the low relative cost of a standard configuration. Large, Diverse Parks: Our business parks are generally concentrated in large complexes of diverse buildings, with a variety of available space sizes and configurations that we can offer to tenants. We believe that this allows us to attract a greater number of potential tenants to our space and minimizes the loss of existing customers when their space requirements change. 5


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    Table of Contents Smaller tenants and diverse tenant base with shorter-term leases: By concentrating on smaller spaces, we seek to reach the large number of smaller tenants in the market. We believe this focus gives us a competitive edge as most institutional owners focus on large users. Small users perceive more incremental value from the level of customer service that we offer. We also believe having smaller tenants improves our diversity of tenants across industries, which improves the stability of our cash flows. In addition, our lease term tends to be shorter, generally an average of three and a half years, which we believe allows us to more quickly capture increases in market rents in our high- growth markets. At December 31, 2018, our average space size is approximately 5,000 rentable square feet per tenant, and no individual tenant, other than the U.S. Government, represents more than 1% of our annualized rental income. Decentralized operating strategy: Our local market management is empowered, within a prescribed decision and metrics framework, to make many leasing rate, capital, and lease term decisions in a manner which we believe maximizes the return on investment on leasing transactions. We believe this decentralized approach allows us to be more nimble and effective in our decision making, and more effectively price and market our space, relative to a more centralized approach. Superior Service to Customers: We seek to provide a superior level of service to our customers in order to maintain occupancy and increase rental rates, as well as minimize customer turnover. The Company’s property management offices are located on-site, helping the Company maintain its properties and providing customers with convenient access to management, while conveying a sense of quality, order and security. We believe that our personnel are among the most experienced and effective in the real estate industry in our markets. The Company has significant experience in acquiring properties managed by others and thereafter improving customer satisfaction, occupancy levels, retention rates and rental income by implementing established customer service programs. In addition, we seek to expand through acquisitions or development that generate attractive returns on invested capital, as follows: Acquire facilities in targeted markets at prudent price levels: We have a disciplined capital allocation approach, seeking to purchase properties at prices that are not in excess of the cost to develop similar facilities, which we believe reduces our risk and maximizes long term returns. We seek generally to acquire in our existing markets, which we believe have favorable growth characteristics. We also believe acquiring in our existing markets leverages our operating efficiencies. We would consider expanding to additional markets with similar favorable characteristics of our existing markets, if we could acquire sufficient scale (generally at least 2 million rentable square feet); however, we have no current plans or immediate prospects to do so. Redevelop existing real estate facilities: Certain of our existing business parks were developed in or near areas that have been undergoing gentrification and an influx of residential development, and, as a result, certain buildings in our business parks may have higher and better uses as residential space. While residential space is generally not a core assetclass for us, we will seek to identify potential candidates for redevelopment in our portfolio, and plan to leverage the expertise and scale of existing operators and developers should we pursue redevelopment of any of our properties. For example, at The Mile in Tysons, Virginia, as noted above, we demolished an existing building and developed, with a joint venture partner, a 395-unit apartment building, and are seeking entitlements for another multifamily apartment complex to be built following demolishment of an existing 123,000 square foot vacant office building. There can be no assurance as to the level of conversion opportunities throughout our portfolio in the future. Financing Strategy Overview of financing strategy and sources of capital: As a REIT, we generally distribute substantially all of our “REIT taxable income” to our shareholders which, relative to a taxable C corporation, limits the amount of cash flow from operations that we can retain for investment purposes. As a result, in order to expand our asset base, access to capital is important. Our financial profile is characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. Our credit profile and ratings enable us to effectively access both the public and private capital markets to raise capital. We will seek to maintain our credit profile and ratings. Sources of capital available to us include retained cash flow, the issuance of preferred and common equity, the issuance of medium and long-term debt, joint venture financing, the sale of properties, and our revolving line of credit. Historically, we have financed our cash investment activities primarily with retained operating cash flow and the issuance of preferred equity. 6


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    Table of Contents We select from the sources of capital available to us based upon relative cost, availability and the desire for leverage,nature of the investment opportunities for which the capital will be used, as well as intangible factors such as the impact of covenants in the case of debt. Retained Operating Cash Flow: Although we are required to generally distribute substantially all of our “REIT taxable income” to our shareholders, we have nonetheless been able to retain operating cash flow to the extent that our tax depreciation exceeds our maintenance capital expenditures. In recent years, we have retained approximately $40 to $60 million in operating cash flow per year. Preferred Equity: We view preferred equity as an important source of capital over the long term, because it reduces interest rate and refinancing risks as the dividend rate is fixed and there are no refinancing requirements. In addition, the consequences of defaulting on required preferred distributions are less severe than with debt. However, rates and market conditions for the issuance of preferred securities can be volatile or inefficient from time to time. The preferred shareholders may elect two additional directors if six quarterly distributions go unpaid, whether or not consecutive. As of December 31, 2018, we have $959.8 million in preferred securities outstanding with an average coupon rate of 5.40%. Medium or long-term debt: We have broad powers to borrow in furtherance of our objectives. We may consider the public issuance or private placement of senior unsecured debt in the future in an effort to diversify our sources of capital. Common equity: We believe that the market for our common equity is liquid and, as a result, common equity is aviable potential source of capital. Tax advantaged equity: As noted above, we have the ability to offer common or preferred operating partnership units with economic characteristics that are similar to our common and preferred stock, but provide the seller the opportunity to defer the recognition of a tax gain. Credit Facility: We have a $250.0 million unsecured revolving line of credit (the “Credit Facility”) which we can and will use as necessary as temporary financing, along with short-term bank loans, until we are able to raise longer-term capital. As of December 31, 2018, there were no borrowings outstanding on our Credit Facility andwe had no short-term bank loans. Investments in Real Estate Facilities As of December 31, 2018, the Company owned and operated 28.2 million rentable square feet comprised of 96 business parks in six states compared to 28.0 million rentable square feet comprised of 98 business parks at December 31, 2017. The Company also held a 95.0% interest in a 395-unit multifamily apartment complex as of December 31, 2018 and 2017. Restrictions on Transactions with Affiliates The Company’s Bylaws provide that the Company may engage in transactions with affiliates provided that a purchase or sale transaction with an affiliate is (i) approved by a majority of the Company’s independent directors and (ii) fair to the Company based on an independent appraisal or fairness opinion. Employees As of December 31, 2018, the Company employed 156 individuals, primarily personnel engaged in property operations. Insurance The Company believes that its properties are adequately insured. Facilities operated by the Company have historically been covered by comprehensive insurance, including fire, earthquake, wind damage and liability coverage from nationally recognized carriers, subject to customary levels of deductibles. 7


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    Table of Contents Environmental Matters Compliance with laws and regulations relating to the protection of the environment, including those regarding the discharge of material into the environment, has not had any material effect upon the capital expenditures, earnings or competitive position of the Company. Substantially all of the Company’s properties have received Phase I environmental reviews. Such reviews have not revealed, nor is management aware of, any probable or reasonably possible environmental costs that management believes would have a material adverse effect on the Company’s business, assets or results of operations, nor is the Company aware of any potentially material environmental liability. See Item 1A, “Risk Factors” for additional information. ITEM 1A. RISK FACTORS In addition to the other information in our Annual Report on Form 10-K, you should consider the risks described below that we believe may be material to investors in evaluating the Company. This section contains forward-looking statements, and in considering these statements, you should refer to the qualifications and limitations on our forward-looking statements that are described in Item 1, “Business — Forward-Looking Statements.” We have significant exposure to real estate risk. Since our business consists primarily of acquiring and operating real estate, we are subject to the risks related to the ownership and operation of real estate that can adversely impact our business and financial condition. Certain significant costs, such as mortgage payments, real estate taxes, insurance and maintenance, generally are not reduced even when a property’s rental income is reduced. In addition, environmental and tax laws, interest rate levels, the availability of financing and other factors may affect real estate values and property income. Furthermore, the supply of commercial space fluctuates with market conditions. Since we derive substantially all our income from real estate operations, we are subject to the following general risks of acquiring and owning real estate related assets that could result in reduced revenues, increased expenses, increased capital expenditures, or increased borrowings, which could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price: · changes in the national, state and local economic climate and real estate conditions, such as oversupply of or reduced demand for commercial real estate space and changes in market rental rates; · how prospective tenants perceive the attractiveness, convenience and safety of our properties; · difficulties in consummating and financing acquisitions and developments on advantageous terms and the failure of acquisitions and developments to perform as expected; · our ability to provide adequate management, maintenance and insurance; · natural disasters, such as earthquakes, fires, hurricanes and floods, which could exceed the aggregate limits of our insurance coverage; · the expense of periodically renovating, repairing and re-letting spaces; · the impact of environmental protection laws; · compliance with federal, state and local laws and regulations; · increasing operating and maintenance costs, including property taxes, insurance and utilities, if these increased costs cannot be passed through to customers; · risks due to a potential November, 2020 statewide ballot initiative (or other equivalent actions) that could remove the protections of Proposition 13 with respect to our real estate and result in substantial increases in our assessed values and property tax bills in California; · adverse changes in tax, real estate and zoning laws and regulations; 8


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    Table of Contents · increasing competition from other commercial properties in our market; · tenant defaults and bankruptcies; · tenants’ right to sublease space; and · concentration of properties leased to non-rated private companies with uncertain financial strength. There is significant competition among commercial property operators: Other commercial properties compete with our properties for tenants. Some of the competing properties may be newer and better located than our properties. Competition in the market areas in which many of our properties are located is significant and has affected our occupancy levels, rental rates and operating expenses. We also expect that new properties will be built in our markets. In addition, we compete with other buyers, some of which are larger than us, for attractive commercial properties. Therefore, we may not be able to grow as rapidly as we would like. We may encounter significant delays and expense in re-letting vacant space, or we may not be able to re-let space at existing rates, in each case resulting in losses of income: When leases expire, we may incur expenses in retrofitting space and we may not be able to re-lease the space on the same terms. Certain leases provide customers with the right to terminate early if they pay a fee. As of December 31, 2018, 1,987 leases, representing 6.7 million, or 25.1%, of the leased square footage of our total portfolio, or 23.5 % of annualized rental income, are scheduled to expire in 2019. While we have estimated our cost of renewing leases that expire in 2019, our estimates could be wrong. If we are unable to re-lease space promptly, if the terms are significantly less favorable than anticipated or if the costs are higher, our operating results, cash available for distribution or reinvestment and stock price could be negatively impacted. Tenant defaults and bankruptcies may reduce our cash flow and distributions: We may have difficulty collecting from customers in default, particularly if they declare bankruptcy. Since many of our customers are non-rated private companies, this risk may be enhanced. There is inherent uncertainty in a customer’s ability to continue paying rent if they are in bankruptcy. This could negatively affect our operating results, cash available for distribution or reinvestment and stock price. Natural disasters or terrorist attacks could cause damage to our facilities that is not covered by insurance, and could increase costs, reduce revenues, and otherwise impair our operating results: While we maintain insurance coverage for the losses caused by earthquakes, fire or hurricanes, we could suffer uninsured losses or losses in excess of our insurance policy limits for such occurrences. Approximately 37.4% of our properties are located in California and are generally in areas that are subject to risks of earthquake-related damage. In the event of an earthquake, fire, hurricane or other natural disaster, we would remain liable on any mortgage debt or other unsatisfied obligations related to that property. In addition, we may not have sufficient insurance coverage for losses caused by a terrorist attack, or such insurance may not be available or cost-effective. Significant natural disasters, terrorist attacks, threats of future terrorist attacks, or resulting wider armed conflict could have negative impacts on the U.S. economy, reducing demand for our rental space and impairing our operating results, even if our specific losses were covered. This could negatively affect our operating results, cash available for distribution or reinvestment and stock price. The illiquidity of our real estate investments may prevent us from adjusting our portfolio to respond to market changes:There may be delays and difficulties in selling real estate. Therefore, we cannot easily change our portfolio when economic conditions change. In addition, when we sell properties at significant gains upon sale, it can increase our distribution requirements, thus making it difficult to retain and reinvest the sales proceeds. Also, REIT tax laws may impose negative consequences if we sell properties held for less than two years. We may be adversely affected by changes in laws: Increases in income and service taxes may reduce our cash flow and ability to make expected distributions to our shareholders. Additionally, any changes in the tax law applicable to REITs may adversely affect taxation of us and/or our shareholders. Our properties are also subject to various federal, state and local regulatory requirements, such as state and local fire and safety codes. If we fail to comply with these requirements, governmental authorities could fine us or courts could award damages against us. We believe our properties comply with all significant legal requirements. However, these requirements could change in a way that could negatively affect our operating results, cash available for distribution or reinvestment and stock price. We may incur significant environmental remediation costs: As an owner and operator of real properties, under various federal, state and local environmental laws, we are required to clean up spills or other releases of hazardous or toxic substances on or from our properties. Certain environmental laws impose liability whether or not the owner or buyer knew of, or was responsible for, the presence of the hazardous or toxic substances. In some cases, liability may not be limited to the value of the property. The presence of these substances, or the failure to properly remediate 9


  • Page 10

    Table of Contents any resulting contamination, whether from environmental or microbial issues, also may adversely affect our ability to sell, lease, operate, or encumber our facilities. We have conducted preliminary environmental assessments of most of our properties (and conduct these assessments in connection with property acquisitions) to evaluate the environmental condition of, and potential environmental liabilities associated with, our properties. These assessments generally consist of an investigation of environmental conditions at the property (including soil or groundwater sampling or analysis if appropriate), as well as a review of available information regarding the site and publicly available data regarding conditions at other sites in the vicinity. In connection with these property assessments, our operations and recent property acquisitions, we have become aware that prior operations or activities at some properties or from nearby locations have or may have resulted in contamination to the soil or groundwater at these properties. In circumstances where our environmental assessments disclose potential or actual contamination, we may attempt to obtain indemnifications and, in appropriate circumstances, we obtain limited environmental insurance in connection with the properties acquired, but we cannot assure you that such protections will be sufficient to cover actual future liabilities nor that our assessments have identified all such risks. Although we cannot provide any assurance, based on the preliminary environmental assessments, we are not aware of any environmental contamination of our facilities material to our overall business, financial condition or results of operations. There has been an increasing number of claims and litigation against owners and managers of rental properties relating to moisture infiltration, which can result in mold or other property damage. When we receive a complaint concerning moisture infiltration, condensation or mold problems and/or become aware that an air quality concern exists, we implement corrective measures in accordance with guidelines and protocols we have developed with the assistance of outside experts. We seek to work proactively with our customers to resolve moisture infiltration and mold-related issues, subject to our contractual limitations on liability for such claims. However, we can give no assurance that material legal claims relating to moisture infiltration and the presence of, or exposure to, mold will not arise in the future. Any such environmental remediation costs or issues, including any potential ongoing impacts on rent or operating expenses, could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price. Operating costs, including property taxes, could increase: We could be subject to increases in insurance premiums, property and other taxes, repair and maintenance costs, payroll, utility costs, workers compensation, and other operating expenses due to various factors such as inflation, labor shortages, commodity and energy price increases, weather, changes to governmental safety and real estate use limitations, as well as other governmental actions. Our property tax expense, which totaled $43.2 million during the year ended December 31, 2018, generally depends upon the assessed value of our real estate facilities as determined by assessors and government agencies, and accordingly could be subject to substantial increases if such agencies changed their valuation approaches or opinions or if new laws are enacted. We have exposure to increased property tax in California: Approximately $115.6 million of our 2018 net operating income is from our properties in California, and we incurred approximately $14.0 million in related property tax expense. Due to the impact of Proposition 13, which generally limits increases in assessed values to 2% per year, the assessed value and resulting property tax we pay is significantly less than it would be if the properties were assessed at current values. From time to time proposals have been made to reduce the beneficial impact of Proposition 13, particularly with respect to commercial and industrial (non-residential) real estate. In late 2018, an initiative qualified for California’s November 2020 statewide ballot that would create a “split roll,” generally making Proposition 13’s protections only applicable to residential real estate. We cannot predict whether the initiative will actually be on the ballot in 2020, or what the prospects for passage might be, or whether other changes to Proposition 13 may be proposed or adopted. If the initiative or a similar proposal were to be adopted, it would end the beneficial effect of Proposition 13 for our properties, and our property tax expense could increase substantially, adversely affecting our cash flow from operations and net income. We must comply with the Americans with Disabilities Act, fire and safety regulations and zoning requirements, which can require significant expenditures: All of our properties must comply with the Americans with Disabilities Act and with related regulations (the “ADA”). The ADA has separate compliance requirements for “public accommodations” and “commercial facilities,” but generally requires that buildings be made accessible to persons with disabilities. Various state laws impose similar requirements. A failure to comply with the ADA or similar state laws could lead to government imposed fines on us and/or litigation, which could also involve an award of damages to individuals affected by the non-compliance. In addition, we must operate our properties in compliance with numerous local fire and safety regulations, building codes, zoning requirements and other land use regulations, all of 10


  • Page 11

    Table of Contents which are subject to change and could become more costly to comply with in the future. The cost of compliance with these requirements can be substantial, and could reduce cash otherwise available for distribution to shareholders. Failure to comply with these requirements could also affect the marketability and rentability of our real estate facilities. We incur liability from customer and employment-related claims: From time to time we have to make monetary settlements or defend actions or arbitration to resolve customer or employment-related claims and disputes. Settling any such liabilities could negatively impact our earnings and cash available for distribution to shareholders, and could also adversely affect our ability to sell, lease, operate, or encumber affected facilities. Our development of real estate can subject us to certain risks: As of December 31, 2018, we have a 95% interest in a 395-unit multifamily apartment complex with an aggregate cost of $115.4 million, including the fair value of the land. We are also seeking entitlements for an additional multifamily development and are considering the potential redevelopment of other facilities in our portfolio. Development or redevelopment of facilities are subject to a number of risks, including construction delays, complications in obtaining necessary zoning, occupancy and other governmental permits, cost overruns, failures of our development partners, financing risks, and the possible inability to meet expected occupancy and rent levels. In addition, we do not have experience in multifamily development and are relying to some degree on the experience of our joint venture partner. As a result of these risks, our development projects may be worth less or may generate less revenue than we believed at the time of development. Any of the foregoing risks could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price. In addition, we may be unable to successfully integrate and effectively manage the properties we develop, which could adversely affect our results of operations. Global economic conditions can adversely affect our business, financial condition, growth and access to capital. Economic conditions in the areas we operate, capital markets, global economic conditions, and other events or factors could adversely affect rental demand for our real estate, our ability to grow our business and acquire new facilities, to access capital, as well as the value of our real estate. Such conditions, which could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price, include the following: Commercial credit markets: Our results of operations and share price are sensitive to volatility in the credit markets. From time to time, the commercial real estate debt markets experience volatility as a result of various factors, including changing underwriting standards by lenders and credit rating agencies. This may result in lenders increasing the cost for debt financing, which could affect the economic viability of any acquisition or development activities we may undertake or otherwise increase our costs of borrowing. Conversely, to the extent that debt becomes cheaper or underwriting terms become more favorable, it could increase the overall amount of capital being invested in real estate, allowing more competitors to bid for facilities that we may wish to acquire, reducing the potential yield from acquisitions or preventing us from acquiring assets we might otherwise wish to acquire. Capital markets: The issuance of perpetual preferred securities historically has been a significant source of capital to grow our business, and we have considered issuing unsecured debt publicly or in private transactions. We also consider issuance of our common equity a potential source of capital. Our ability to access these sources of capital can be adversely affected by challenging market conditions, which can increase the cost of issuance of preferred equity and debt, and reduce the value of our common shares, making such sources of capital less attractive or not feasible. We believe that we have sufficient working capital and capacity under our credit facilities and our retained cash flow from operations to continue to operate our business as usual and meet our current obligations. However, if we were unable to issue public equity or borrow at reasonable rates, that could limit the earnings growth that might otherwise result from the acquisition and development of real estate facilities. Asset valuations: Market volatility makes the valuation of our properties difficult. There may be significant uncertainty in the valuation, or in the stability of the value, of our properties, which could result in a substantial decrease in the value of our properties. As a result, we may not be able to recover the carrying amount of our properties, which may require us to recognize an impairment charge in earnings. Reductions in the value of our assets could result in a reduction in the value of our common shares. Potential negative impacts upon demand for our space and customers’ ability to pay: We believe that our current and prospective customers are susceptible to global and local economic conditions as well as the impact of capital markets, asset valuations, and commercial credit markets, which could result in an impairment of our customers’ existing business operations or curtail plans for growth. Such impairment could reduce demand for our rental space, or make it difficult for customers to fulfill their obligations to us under their leases. 11


  • Page 12

    Table of Contents The acquisition of existing properties is a significant component of our long-term growth strategy, and acquisitions of existing properties are subject to risks that may adversely affect our growth and financial results. We acquire existing properties, either in individual transactions or portfolios offered by other commercial real estate owners. In addition to the general risks related to real estate described above, we are also subject to the following risks associated with the acquisition of real estate facilities which could negatively impact our operating results, cash flow available for distribution or reinvestment and our stock price: Due diligence could be insufficient: Failure to identify all significant circumstances or conditions that affect the value, rentability, or costs of operation of an acquired facility, such as unidentified structural, environmental, zoning, or marketability issues, could jeopardize realization of anticipated earnings from an acquisition and negatively impact our operating results. We could fail to successfully integrate acquired properties into our platform: Failures to integrate acquired properties into our operating platform, such as a failure to maintain existing relationships with customers due to changes in processes, standards, customer service, could temporarily or permanently impair our operating results. We compete with other real estate operators for facilities: We face significant competition for suitable acquisition properties from other real estate investors, including other publicly traded real estate investment trusts and private institutional investors. As a result, we may be unable to acquire additional properties we desire or the purchase price for desirable properties may be significantly increased, reducing potential yields from acquisitions. Acquired properties are subject to property tax reappraisals, which occur following the acquisition and can be difficult to estimate: Facilities that we acquire are subject to property tax reappraisal, which can substantially increase ongoing property taxes. The reappraisal process is subject to a significant degree of uncertainty, because it involves the judgment of governmental agencies regarding real estate values and other factors. In connection with underwriting future or recent acquisitions of properties, if our estimates of property taxes following reappraisal are too low, we may not realize anticipated earnings from an acquisition. We would incur adverse tax consequences if we fail to qualify as a REIT. We believe that we have qualified as a REIT and intend to continue to maintain our REIT status. However, there can be no assurance that we qualify or will continue to qualify as a REIT, because of the highly technical nature of the REIT rules, the ongoing importance of factual determinations, the possibility of unidentified issues in prior periods or changes in our circumstances, as well as share ownership limits in our articles of incorporation that do not necessarily ensure that our shareholder base is sufficiently diverse for us to qualify as a REIT. For any year we fail to qualify as a REIT, unless certain relief provisions apply, we would not be allowed a deduction for dividends paid, we would be subject to corporate tax on our taxable income, and generally we would not be allowed to elect REIT status until the fifth year after such a disqualification. Any taxes, interest, and penalties incurred would reduce our cash available for distributions to shareholders and could negatively affect our stock price. However, for years in which we failed to qualify as a REIT, we would not be subject to REIT rules which require us to distribute substantially all of our taxable income to our shareholders. We may need to borrow funds to meet our REIT distribution requirements. As a REIT, we must distribute substantially all of our “REIT taxable income” to our shareholders. Our income consists primarily of our share of our OP’s income. We intend to make sufficient distributions to qualify as a REIT and otherwise avoid corporate tax. However, differences in timing between income and expenses and the need to make nondeductible expenditures such as capital improvements and principal payments on debt could force us to borrow funds to make necessary shareholder distributions. Future dividend levels are not determinable at this time. Changes in tax laws could negatively impact us. The United States Treasury Department and Congress frequently review U.S. federal income tax legislation, regulations and other guidance. We cannot predict whether, when or to what extent new U.S. federal tax laws, regulations, interpretations or rulings will be adopted. Any legislative action may prospectively modify our tax treatment and, therefore, may adversely affect taxation of us or our shareholders. 12


  • Page 13

    Table of Contents PS has significant influence over us. As of December 31, 2018, PS owned 7.2 million shares of the Company’s common stock and 7.3 million common units of the OP (100.0% of the common units not owned by the Company). Assuming issuance of the Company’s common stock upon redemption of its partnership units, PS would own 41.7% (or 14.5 million shares) of the outstanding shares of the Company’s common stock at December 31, 2018. In addition, 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. Ronald L. Havner, Jr., the Company’s chairman, is also Chairman of Trustees of PS. Joseph D. Russell, Jr. is a director and former Chief Executive Officer of the Company and also President and Chief Executive Officer of PS. Gary E. Pruitt, an independent director of the Company, is also a trustee of PS. Consequently, PS has the ability to significantly influence all matters submitted to a vote of our shareholders, including electing directors, changing our articles of incorporation, dissolving and approving other extraordinary transactions such as mergers, and all matters requiring the consent of the limited partners of the OP. PS’s interest in such matters may differ from other shareholders. In addition, PS’s ownership may make it more difficult for another party to take over or acquire our Company without PS’s approval, even if favorable to our public shareholders. Provisions in our organizational documents may prevent changes in control. Our articles generally prohibit any person from owning more than 7% of our shares:Our articles of incorporation restrict the number of shares that may be owned by any “person,” and the partnership agreement of our OP contains an anti-takeover provision. No shareholder (other than PS and certain other specified shareholders) may own more than 7% of the outstanding shares of our common stock, unless our Board of Directors of the Company (the “Board”) waives this limitation. We imposed this limitation to avoid, to the extent possible, a concentration of ownership that might jeopardize our ability to qualify as a REIT. This limitation, however, also makes a change of control much more difficult (if not impossible). These provisions will prevent future takeover attempts not supported by PS even if a majority of our public shareholders consider it to be in their best interests, such as to receive a premium for their shares over market value or for other reasons. Our Board can set the terms of certain securities without shareholder approval: Our Board is authorized, without shareholder approval, to issue up to 50.0 million shares of preferred stock and up to 100.0 million shares of equity stock, in each case in one or more series. Our Board has the right to set the terms of each of these series of stock. Consequently, the Board could set the terms of a series of stock that could make it difficult (if not impossible) for another party to take over our Company even if it might be favorable to our public shareholders. Our articles of incorporation also contain other provisions that could have the same effect. We can also cause our OP to issue additional interests for cash or in exchange for property. The partnership agreement of our OP restricts our ability to enter into mergers:The partnership agreement of our OP generally provides that we may not merge or engage in a similar transaction unless either the limited partners of our OP are entitled to receive the same proportionate consideration as our shareholders, or 60% of the OP’s limited partners approve the merger. In addition, we may not consummate a merger unless the matter is approved by a vote of the OP’s partners, with our interests in the OP voted in proportion to the manner in which our shareholders voted to approve the merger. These provisions have the effect of increasing PS’s influence over us due to PS’s ownership of operating partnership units. These provisions may make it more difficult for us to merge with another entity. The interests of limited partners of our OP may conflict with the interests of our common stockholders. Limited partners of our OP, including PS, have the right to vote on certain changes to the partnership agreement. They may vote in a way that is against the interests of our shareholders. Also, as general partner of our OP, we are required to protect the interests of the limited partners of the OP. The interests of the limited partners and of our shareholders may differ. We depend on external sources of capital to grow our Company. We are generally required under the Code to annually distribute at least 90% of our “REIT taxable income.” Because of this distribution requirement, we may not be able to fund future capital needs, including any necessary building and tenant improvements, from operating cash flow. Consequently, we may need to rely on third-party sources of capital to fund our capital needs. We may not be able to obtain the financing on favorable terms or at all. Access to third-party sources of capital depends, in part, on general market conditions, the market’s perception of our growth potential, our current and expected future earnings, our cash flow, and the market price per share of our 13


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    Table of Contents common stock. If we cannot obtain capital from third-party sources, we may not be able to acquire properties when strategic opportunities exist, satisfy any debt service obligations, or make cash distributions to shareholders. We are subject to laws and governmental regulations and actions that affect our operating results and financial condition. Our business is subject to regulation under a wide variety of U.S. federal, state and local laws, regulations and policies including those applicable to our status as a REIT, and those imposed by the SEC, the Sarbanes-Oxley Act of 2002, the Dodd-Frank Wall Street Reform and Consumer Protection Act and the New York Stock Exchange (the “NYSE”), as well as applicable local, state and national labor laws. Although we have policies and procedures designed to comply with applicable laws and regulations, failure to comply with the various laws and regulations may result in civil and criminal liability, fines and penalties, increased costs of compliance and restatement of our financial statements and could also affect the marketability of our real estate facilities. In response to current economic conditions or the current political environment or otherwise, laws and regulations could be implemented or changed in ways that adversely affect our operating results and financial condition, such as legislation that could otherwise increase operating costs. Such changes could also adversely affect the operations of our customers, which could affect the price and demand for our space as well as our customer’s ability to pay their rent. Holders of depositary shares, each representing 1/1,000 of a share of our outstanding preferred stock, have dividend, liquidation and other rights that are senior to the rights of the holders of shares of our common stock. Holders of our shares of preferred stock are entitled to cumulative dividends before any dividends may be declared or set aside on our common stock. Upon liquidation, before any payment is made to holders of our common stock, shares of our preferred stock are entitled to receive a liquidation preference of $25,000 per share (or $25.00 per depositary share) plus any accrued and unpaid distributions before any payment is made to the common shareholders. These preferences may limit the amount received by our common shareholders for ongoing distributions or upon liquidation. In addition, our preferred stockholders have the right to elect two additional directors to our Board whenever dividends are in arrears in an aggregate amount equivalent to six or more quarterly dividends, whether or not consecutive. Preferred Shareholders are subject to certain risks. Holders of our preferred shares have preference rights over our common shareholders with respect to liquidation and distributions, which gives them some assurance of continued payment of their stated dividend rate, and receipt of their principal upon liquidation of the Company or redemption of their securities. However, holders of our preferred shares should consider the following risks: · The Company has in the past, and could in the future, issue or assume additional debt. Preferred shareholders would be subordinated to the interest and principal payments of such debt, which would increase the risk that there would not be sufficient funds to pay distributions or liquidation amounts to the preferred shareholders. · The Company has in the past, and could in the future, issue additional preferred shares that, while pari passu to the existing preferred shares, increases the risk that there would not be sufficient funds to pay distributions to the preferred shareholders. · While the Company has no plans to do so, if the Company were to lose its REIT status or no longer elect REIT status, it would no longer be required to distribute its taxable income to maintain REIT status. If, in such a circumstance, the Company ceased paying dividends, unpaid distributions to the preferred shareholders would continue to accumulate. While the preferred shareholders would have the ability to elect two additional members to serve on our Board until the arrearage was cured. The preferred shareholders would not receive any compensation (such as interest) for the delay in the receipt of distributions, and it is possible that the arrearage could accumulate indefinitely. Future issuances by us of shares of our common stock may be dilutive to existing stockholders, and future sales of shares of our common stock may adversely affect the market price of our common stock. Sales of substantial amounts of shares of our common stock in the public market (either by us or by PS), or issuances of shares of common stock in connection with redemptions of common units of our OP, could adversely affect the market price of our common stock. The Company may seek to engage in common stock offerings in the 14


  • Page 15

    Table of Contents future. Offerings of common stock, including by us in connection with portfolio or other property acquisitions or by PS in secondary offerings, and the issuance of common units of the OP in exchange for shares of common stock, could have an adverse effect on the market price of the shares of our common stock. We rely on technology in our operations and failures, inadequacies or interruptions to our service could harm our business. The execution of our business strategy is heavily dependent on the use of technologies and systems, including the Internet, to access, store, transmit, deliver and manage information and processes. We rely extensively on third-party vendors to retain data, process transactions and provide other systems services. The failure, damage or interruption of these systems, including as a result of power outages, computer and telecommunications failures, hackers, computer worms, viruses and other destructive or disruptive security breaches, natural disasters, terrorist attacks, and other catastrophic events could significantly and have a material adverse effect on our business. If our confidential information is compromised or corrupted, including as a result of a cybersecurity breach, our reputation and business relationships could be damaged, which could adversely affect our financial condition and operating results. In the ordinary course of our business we acquire and store sensitive data, including personally identifiable information of our prospective and current customers and our employees. The secure processing and maintenance of this information is critical to our operations and business strategy. Although we believe we have taken commercially reasonable steps to protect the security of our confidential information, information security risks have generally increased in recent years due to the rise in new technologies and the increased sophistication and activities of perpetrators of cyberattacks. Despite our security measures, our information technology and infrastructure could be vulnerable to a cyberattack or other data security breach which would penetrate our network security and our or our customers’ or employees’ confidential information could be compromised or misappropriated. Our confidential information may also be compromised due to programming or human error or malfeasance. Ever-evolving threats mean we must continually evaluate and adapt our systems and processes, and there is no guarantee that they will be adequate to safeguard against all data security breaches or misuses of data. In addition, as the regulatory environment related to information security, data collection and use, and privacy becomes increasingly rigorous, with new and changing requirements applicable to our business from multiple regulatory agencies at the local, state, federal, or international level, compliance with those requirement could also result in additional costs, or we could fail to comply with those requirements due to various reasons such as not being aware of them. Any such access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that protect the privacy of personal information, regulatory penalties, disruption to our operations and the services we provide to customers or damage our reputation, any of which could adversely affect our results of operations, reputation and competitive position. In addition, our customers could lose confidence in our ability to protect their personal information, which could cause them to discontinue leasing our facilities. Such events could lead to lost future revenues and adversely affect our results of operations and could result in remedial and other costs, fines or lawsuits, which could be in excess of any available insurance that we have procured. ITEM 1B. UNRESOLVED STAFF COMMENTS None. ITEM 2. PROPERTIES As of December 31, 2018, we owned 96 business parks consisting of a geographically diverse portfolio of 28.2 million rentable square feet of commercial real estate which consists of 17.5 million square feet of industrial space, 6.7 million square feet of flex space and 4.0 million square feet of office space. The weighted average occupancy rate for these assets throughout 2018 was 94.2% and the realized rent per square foot was $15.34. 15


  • Page 16

    Table of Contents The following table reflects the geographical diversification of the 96 business parks owned by the Company as of December 31, 2018, the type of the rentable square footage and the weighted average occupancy rates throughout 2018 (except as set forth below, all of the properties are held in fee simple interest) (in thousands, except number of business parks): Weighted Number of Average Business Rentable Square Footage Occupancy Region Parks Industrial Flex Office Total Rate Northern California 29 6,391 514 340 7,245 97.8% Southern California 15 2,299 953 31 3,283 97.6% Dallas (1) 12 1,300 1,587 — 2,887 89.7% Austin 9 755 1,208 — 1,963 92.5% Northern Virginia 19 1,564 1,440 1,970 4,974 90.6% South Florida 3 3,728 126 12 3,866 96.4% Suburban Maryland 6 394 576 1,608 2,578 86.9% Seattle 3 1,092 270 28 1,390 98.2% Total 96 17,523 6,674 3,989 28,186 94.2% ____________________________ (1) The Company owns two properties comprised of 231,000 square feet that are subject to ground leases in Las Colinas, Texas. These leases expire in 2029 and 2030. Along with the 28.2 million rentable square feet of commercial space, we also have a 95.0% interest in a 395-unit apartment complex. We currently anticipate that each of our properties will continue to be used for its current purpose, other than the one property held for development. However, we will from time to time evaluate our properties from ahighest and best use perspective, and may identify higher and better uses for its real estate. We renovate our properties in connection with the re-leasing of space to customers and expect to fund the costs of such renovations generally from rental income. Competition exists in each of the market areas in which these properties are located, and we have risks that customers could default on leases and declare bankruptcy. We believe these risks are mitigated through the Company’s geographic diversity and diverse customer base. Please refer to “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations” for portfolio information with respect to lease expirations and operating results in 2018, 2017 and 2016 by region and by type of rentable space. ITEM 3. LEGAL PROCEEDINGS We are not presently subject to material litigation nor, to our knowledge, is any material litigation threatened against us, other than routine actions, claims and administrative proceedings arising in the ordinary course of business, some of which are expected to be covered by liability insurance or third party indemnifications and all of which collectively are not expected to have a materially adverse effect on our financial condition, results of operations, or liquidity. ITEM 4. MINE SAFETY DISCLOSURES Not applicable. 16


  • Page 17

    Table of Contents PART II ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES Market for the Registrant’s Common Equity: The common stock of the Company trades on the NYSE under the symbol PSB. Holders: As of February 18, 2019, there were 283 holders of record of the common stock. Dividends: Holders of common stock are entitled to receive distributions when and if declared by our Board out of any funds legally available for that purpose. As a REIT, we do not incur federal income tax if we distribute substantially all of our “REIT taxable income” each year, and if we meet certain organizational and operation rules. We believe we have met these REIT requirements in all periods presented herein, and we expect to continue to elect and qualify as a REIT. The Board has established a distribution policy intended to maximize the retention of operating cash flow and distribute the amount required for the Company to maintain its tax status as a REIT. Issuer Repurchases of Equity Securities: The Board previously authorized the repurchase, from time to time, of up to 6.5 million shares of the Company’s common stock on the open market or in privately negotiated transactions. During the three months ended December 31, 2018, there were no shares of the Company’s common stock repurchased. As of December 31, 2018, the Company has 1,614,721 shares available for repurchase under the program. The program does not expire. Purchases will be made subject to market conditions and other investment opportunities available to the Company. Securities Authorized for Issuance Under Equity Compensation Plans: The equity compensation plan information is provided in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.” 17


  • Page 18

    Table of Contents ITEM 6. SELECTED FINANCIAL DATA The following tables set forth selected consolidated financial and operating information on a historical basis of the Company. The following information should be read in conjunction with the consolidated financial statements and notes thereto of the Company included in this Form 10-K. For The Years Ended December 31, 2018 2017 2016 2015 2014 (In thousands, except per share data) Rental income $ 413,516 $ 402,179 $ 386,871 $ 373,135 $ 376,255 Expenses Cost of operations 126,547 125,340 123,108 121,224 127,371 Depreciation and amortization 99,242 94,270 99,486 105,394 110,357 General and administrative 10,155 9,679 14,862 13,582 13,639 Total operating expenses 235,944 229,289 237,456 240,200 251,367 Interest and other income 1,510 942 1,233 1,130 1,032 Interest and other expense (665) (1,285) (5,664) (13,330) (13,593) Equity in loss of unconsolidated joint venture — (805) — — — Gain on sale of real estate facilities 93,484 1,209 — 28,235 92,373 Gain on sale of development rights — 6,365 — — — Net income 271,901 179,316 144,984 148,970 204,700 Allocation to noncontrolling interests (45,199) (24,279) (16,955) (18,495) (30,729) Net income allocable to PS Business Parks, Inc. 226,702 155,037 128,029 130,475 173,971 Allocation to preferred shareholders based upon Distributions (51,880) (52,873) (57,276) (59,398) (60,488) Redemptions — (10,978) (7,312) (2,487) — Allocation to restricted stock unit holders (1,923) (761) (569) (299) (329) Net income allocable to common shareholders $ 172,899 $ 90,425 $ 62,872 $ 68,291 $ 113,154 Per Common Share: Cash Distributions (1) $ 3.80 $ 3.40 $ 3.00 $ 2.20 $ 4.75 Net income — basic $ 6.33 $ 3.32 $ 2.32 $ 2.53 $ 4.21 Net income — diluted $ 6.31 $ 3.30 $ 2.31 $ 2.52 $ 4.19 Weighted average common shares — basic 27,321 27,207 27,089 26,973 26,899 Weighted average common shares — diluted 27,422 27,412 27,179 27,051 27,000 ____________________________ (1) Amount includes a $2.75 per common share special cash dividend for the year ended December 31, 2014. 18


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    Table of Contents As Of And For The Years Ended December 31, 2018 2017 2016 2015 2014 (In thousands, except per square foot data) Balance Sheet Data Total assets $ 2,068,594 $ 2,100,159 $ 2,119,371 $ 2,186,658 $ 2,227,114 Total debt $ — $ — $ — $ 250,000 $ 250,000 Preferred stock called for redemption $ — $ 130,000 $ 230,000 $ — $ — Equity PS Business Parks, Inc.'s shareholders' equity Preferred stock $ 959,750 $ 959,750 $ 879,750 $ 920,000 $ 995,000 Common stock $ 805,612 $ 733,561 $ 733,509 $ 740,496 $ 718,281 Noncontrolling interests $ 218,091 $ 196,625 $ 197,455 $ 200,103 $ 194,928 Other Data Net cash provided by operating activities $ 276,153 $ 271,614 $ 250,507 $ 238,839 $ 228,180 Net cash (used in) provided by investing activities $ (36,066) $ (79,237) $ (85,008) $ 3,131 $ 113,188 Net cash used in financing activities $ (317,590) $ (205,036) $ (225,782) $ (205,525) $ (220,382) Square footage owned at the end of period 28,186 28,028 28,072 27,969 28,550 Weighted average occupancy rate (1) 94.2% 93.8% 94.0% 92.8% 91.3% Revenue per occupied square foot (1) (2) $ 15.34 $ 15.30 $ 14.61 $ 14.27 $ 14.00 ____________________________ (1) Weighted average occupancy and revenue per occupied square foot of our total portfolio for each of the last five years, including assets sold and held for sale. The amounts shown in 2018 exclude the assets sold during the year. (2) Excludes material lease buyout payments of $528,000 for the year ended December 31, 2016. 19


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    Table of Contents ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTSOF OPERATIONS The following discussion and analysis of the results of operations and financial condition should be read in conjunction with the selected financial data and the Company’s consolidated financial statements and notes thereto included in this Form 10-K. Critical Accounting Policies and Estimates: Our accounting policies are described in Note 2 to the consolidated financial statements included in this Form 10-K. We believe our critical accounting policies relate to income tax expense, accounting for acquired real estate facilities, allowance for doubtful accounts, impairment of long-lived assets, and accrual for uncertain and contingent liabilities, each of which are more fully discussed below. Income Tax Expense: We have elected to be treated as a REIT, as defined in the Code. As a REIT, we do not incur federal income tax on our “REIT taxable income” that is fully distributed each year (for this purpose, certain distributions paid in a subsequent year may be considered), and if we meet certain organizational and operational rules. We believe we have met these REIT requirements for all periods presented herein. Accordingly, we have recorded no federal income tax expense related to our “REIT taxable income.” Our evaluation that we have met the REIT requirements could be incorrect, because compliance with the tax rules requires factual determinations, and circumstances we have not identified could result in noncompliance with the tax requirements in current or prior years. For any taxable year that we fail to qualify as a REIT and for which applicable statutory relief provisions did not apply, we would be taxed at the regular corporate rates on all of our taxable income for at least that year and the ensuing four years, we could be subject to penalties and interest, and our net income would be materially different from the amounts shown in our consolidated financial statements. Accounting for Acquired Real Estate Facilities: We estimate the fair values of the land, buildings, intangible assets and intangible liabilities for purposes of allocating purchase price. Such estimates are based upon many assumptions and judgments, including (i) market rates of return and capitalization rates on real estate and intangible assets, (ii) building and material cost levels, (iii) comparisons of the acquired underlying land parcels to recent land transactions, (iv) estimated market rent levels and (v) future cash flows from the real estate and the existing customer base. Others could come to materially different conclusions as to the estimated fair values, which would result in different depreciation and amortization expense, rental income, gains and losses on sale of real estate assets, and real estate and intangible assets. Allowance for Doubtful Accounts: Customer receivables consist primarily of amounts due for contractual lease payments, reimbursements of common area maintenance expenses, property taxes and other expenses recoverable from customers. 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. Determination of the adequacy of allowances for doubtful accounts requires significant judgments and estimates. Others could come to materially different conclusions regarding the adequacy of our allowance for doubtful accounts. Significant unreserved bad debt losses could materially impact our net income. Impairment of Long-Lived Assets: The analysis of impairment of our long-lived assets involves identification of indicators of impairment, projections of future operating cash flows and estimates of fair values or selling prices, all of which require significant judgment and subjectivity. Others could come to materially different conclusions. In addition, we may not have identified all current facts and circumstances that may affect impairment. Any unidentified impairment loss, or change in conclusions, could have a material adverse impact on our net income. Accrual for Uncertain and Contingent Liabilities: We accrue for certain contingent and other liabilities that have significant uncertain elements, such as property taxes, performance bonuses and other operating expenses, as well as other legal claims and disputes involving customers, employees, governmental agencies and other third parties. We estimate such liabilities based upon many factors such as past trends and our evaluation of likely outcomes. However, the estimates of known liabilities could be incorrect or we may not be aware of all such liabilities, in which case our accrued liabilities and net income could be materially different. 20


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    Table of Contents Business Overview Our overall operating results are impacted primarily by the performance of our existing real estate facilities, which atDecember 31, 2018 are comprised of 28.2 million rentable square feet of primarily multi-tenant industrial, flex and office properties concentrated in six states and a 95.0% interest in a 395-unit multifamily apartment complex. Our multi-tenant commercial properties are located in markets that have experienced long-term economic growth with a particular concentration on small- and medium-size customers. Accordingly, a significant degree of management attention is paid to maximizing the cash flow from our existing real estate portfolio. Also, our strong and conservative capital structure allows us the flexibility to use debt and equity capital prudently to fund our growth, which allows us to acquire properties we believe will create long-term value. From time to time we sell properties which no longer fit the Company’s strategic objectives. At January 1, 2018, we reclassified 7.6 million rentable square feet from “flex” space, as presented in our December 31, 2017 annual report, to “industrial” space based upon a thorough review of our properties’ office to warehouse ratio. We believe the reclassification will assist investors to better understand our business operations. Existing Real Estate Facilities: The operating results of our existing real estate facilities are substantially influenced by demand for rental space within our properties and our markets, which impacts occupancy, rental rates and capital expenditure requirements. We strive to maintain high occupancy levels while increasing rental rates and minimizing capital expenditures when market conditions allow, although the Company may decrease rental rates in markets where conditions require. Management’s initiatives and strategies with respect to our existing real estate facilities include incentivizing our personnel to maximize the return on investment for each lease transaction and providing a superior level of service to our customers. Acquisitions of Real Estate Facilities: We also seek to grow our operations through acquisitions of facilities generally consistent with the Company’s focus on owning concentrated business parks with easily configurable space and in markets and product types with favorable long-term return potential. On June 8, 2018, we acquired two multi-tenant industrial parks aggregating 1.1 million rentable square feet in Springfield, Virginia, for a net purchase price of $143.8 million. The portfolio consists of 19 buildings and was 76.1% occupied as of the date of acquisition. The 19 buildings are located in the Springfield/Newington industrial submarket where we already own three industrial parks totaling 606,000 square feet. We continue to seek to acquire additional facilities in our existing markets and generally in close proximity to our existing facilities; however, there can be no assurance that we will acquire additional facilities that meet our risk- adjusted return and underwriting requirements. Development or redevelopment of real estate facilities: We also may seek to redevelop our existing real estate. We own a large contiguous block of real estate (628,000 rentable square feet on 44.5 acres of land) located within an area known as The Mile in Tysons, Virginia. We demolished one of our existing office buildings at The Mile and built Highgate at a cost, including the estimated fair value of existing land, of $115.4 million. While multifamily real estate is not a core asset class for us, we determined that multifamily real estate represented a unique opportunity and the highest and best use of that parcel. We have partnered through a joint venture with a local developer and operator of multifamily space in order to leverage their operational experience. See “Analysis of Net Income – Multifamily”, “Analysis of Net Income – Equity in loss of unconsolidated joint venture” below and Notes 3 and 4 to our consolidated financial statements for more information on Highgate. We commenced consolidating Highgate beginning January 1, 2018. Prior to January 1, 2018, we accounted for our investment in the joint venture using the equity method and accordingly, reflected our share of net loss under “equity in loss of unconsolidated joint venture.” We have an additional 123,000 square foot vacant office building located within The Mile that we are seeking to demolish in order to construct another multifamily property on the parcel. This parcel is reflected on our consolidated balance sheets as land and building held for development. The scope and timing of development of this site is subject to a variety of contingencies, including approval of entitlements. We do not expect that development will commence any earlier thanthe first quarter of 2020. Sales of Real Estate Facilities: We may from time to time sell individual real estate facilities based on market conditions, fit with our existing portfolio, evaluation of long-term potential returns of markets or product types, or other reasons. On March 5, 2018, we sold Corporate Pointe Business Park, a park consisting of five multi-tenant office buildings totaling 161,000 square feet, located in Orange County, California, for net sale proceeds of $41.7 million, which 21


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    Table of Contents resulted in a gain of $26.8 million. On April 18, 2018, we sold Orange County Business Center, a park consisting of five multi-tenant office buildings totaling 437,000 square feet located in Orange County, California, for net sale proceeds of $73.3 million, which resulted in a gain of $50.6 million. On April 30, 2018, we sold Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net sale proceeds of $11.8 million, which resulted in a gain of $7.9 million. On October 31, 2018, we sold Orangewood Office Park, a park consisting of two multi-tenant office buildings totaling 107,000 square feet located in Orange County, California, for net sale proceeds of $18.3 million, which resulted in a gain of $8.2 million. On May 1, 2017, we sold Empire Commerce, a two-building single-story office park comprising 44,000 square feet, located in Dallas, Texas, for net sale proceeds of $2.1 million, which resulted in a net gain of $1.2 million. The operations of the facilities we sold are presented below under “assets sold or held for development.” Certain Factors that May Impact Future Results Impact of Inflation: Although inflation has not been significant in recent years, an increase in inflation could impact our future results, and the Company continues to seek ways to mitigate its potential impact. A substantial portion of the Company’s leases require customers to pay operating expenses, including real estate taxes, utilities and insurance, as well as increases in common area expenses, partially reducing the Company’s exposure to inflation during each lease’s respective lease period. Regional Concentration: Our portfolio is concentrated in eight regions, in six states. We have chosen to concentrate in these regions because we believe they have characteristics which enable them to be competitive economically, such as above average population growth, job growth, higher education levels and personal income, which we believe will produce better overall economic returns. Changes in economic conditions in these regions in the future could impact our future results. Industry and Customer Concentrations: We seek to minimize the risk of industry or customer concentrations. As of December 31, 2018, industry groups that represented more than 10% of our annual rental incomewere business services, warehouse, distribution, transportation and logistics, computer hardware, software and related services and health services. No other industry group represents more than 10% of our annualized rental income as depicted in the following table. Percent of Annualized Industry Rental Income Business services 19.3% Warehouse, distribution, transportation and logistics 11.4% Computer hardware, software and related services 10.6% Health services 10.1% Retail, food, and automotive 7.7% Engineering and construction 7.3% Government 7.0% Insurance and financial services 3.6% Electronics 3.1% Home furnishings 2.6% Communications 1.9% Aerospace/defense products and services 1.9% Educational services 1.1% Other 12.4% Total 100.0% 22


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    Table of Contents As of December 31, 2018, leases from our top 10 customers comprised 9.4% of our annualized rental income, with only one customer, the U.S. Government (4.0%), representing more than 1% as depicted in the following table(in thousands). Percent of Annualized Annualized Customers Square Footage Rental Income (1) Rental Income U.S. Government 681 $ 16,656 4.0% Luminex Corporation 199 3,949 1.0% Keeco, L.L.C. 460 2,870 0.7% Lockheed Martin Corporation 143 2,670 0.6% CEVA Logistics U.S., Inc. 213 2,340 0.6% KZ Kitchen Cabinet & Stone 191 2,310 0.6% Applied Materials, Inc. 162 2,236 0.5% Carbel, LLC 207 2,054 0.5% Investorplace Media, LLC 46 1,925 0.5% Raytheon 78 1,720 0.4% Total 2,380 $ 38,730 9.4% ____________________________ (1) For leases expiring prior to December 31, 2019, annualized rental income represents income to be received under existing leases from January 1, 2019 through the date of expiration. Customer credit risk: We have historically experienced a low level of write-offs of uncollectible rents, with less than 0.5% of rental income written off in any year over the last seven years. However, there can be no assurance that write offs may not increase, because there is inherent uncertainty in a customer’s ability to continue paying rent and meet its full lease obligation. As of February 18, 2019, we had 158,000 square feet of leased space occupied by five customers that are protected by Chapter 11 of the U.S. Bankruptcy Code. From time to time, customers contact us, requesting early termination of their lease, reductions in space leased, or rent deferment or abatement, which we are not obligated to grant but will consider under certain circumstances. Net Operating Income We evaluate the performance of our business parks primarily based on net operating income (“NOI”), a measure that is not defined in accordance with U.S. generally accepted accounting principles (“GAAP”). We define NOI as adjusted rental income less adjusted cost of operations. Adjusted rental income represents rental income, excluding material lease buyout payments, which we believe are not reflective of ongoing rental income. Adjusted cost of operations represents cost of operations, excluding Senior Management Long-Term Equity Incentive Plan (“LTEIP”) amortization, which can vary significantly period to period based upon-the performance of the whole company, rather than just property operations. We believe NOI assists investors in analyzing the performance and value of our business parks by excluding (i) corporate items not related to the results of our business parks, (ii) depreciation and amortization expense because it does not accurately reflect changes in the value of our business parks and (iii) material lease buyout payments and LTEIP amortization as these items significantly vary from period to period and thus impact comparability across periods. The Company’s calculation of NOI may not be comparable to those of other companies and should not be used as an alternative to performance measures calculated in accordance with GAAP. See “Analysis of net income” below for reconciliations of each of these measures to their closest analogous GAAP measure from our consolidated statements of income. Results of Operations Operating Results for 2018 and 2017 For the year ended December 31, 2018, net income allocable to common shareholders was $172.9 million or $6.31 per diluted share, compared to $90.4 million or $3.30 per diluted share for the year ended December 31, 2017. The increase was mainly due to the gain on the sale of three office parks in Orange County, California, and an industrial park in Dallas, Texas, during 2018, charges related to the redemption of preferred stock incurred in 2017 that did not recur in 2018 and an increase in NOI of $9.1 million with respect to our real estate facilities. The increase in NOI includes a $7.1 million increase from our Same-Park facilities (defined below) due primarily to increased occupancy 23


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    Table of Contents and higher revenue per occupied square foot combined with increased NOI from our non-Same Park and multifamily assets, partially offset by reduced NOI generated from facilities we sold in 2018. Operating Results for 2017 and 2016 For the year ended December 31, 2017, net income allocable to common shareholders was $90.4 million or $3.30 per diluted share, compared to $62.9 million or $2.31 per diluted share for the year ended December 31, 2016. The increase was due to a $12.9 million increase in NOI with respect to our real estate facilities,the gain on the sale of the real estate facilities and development rights, a reduction in preferred distributions and a reduction in interest expense due to the repayment of debt, partially offset by an increase in charges related to the redemption of preferred securities. The increase in NOI includes a $14.2 million increase from our Same-Park facilities due primarily to higher revenue per occupied square foot and increased occupancy, offset partially by reduced NOI with respect to facilities we sold or held for development. Analysis of Net Income Our net income is comprised primarily of our real estate operations, depreciation and amortization expense, general and administrative expenses, interest and other income, interest and other expenses and gain on sale of real estate facilities and development rights. We segregate our real estate activities into (a) same park operations, representing all operating properties acquired prior to January 1, 2016, comprising 26.9 million rentable square feet of our 28.2 million total rentable square feet at December 31, 2018 (the “Same Park” facilities), (b) non-same park operations, representing those facilities we own that were acquired after January 1, 2016 (the “Non-Same Park” facilities), (c) multifamily operations and (d) assets sold or held development, representing facilities whose existing operations are no longer part of our ongoing operations, because they were sold or developed or converted to alternate use. 24


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    Table of Contents The table below sets forth the various components of ournet income (in thousands): For the Years For the Years Ended December 31, Ended December 31, 2018 2017 Variance 2017 2016 Variance Rental income Adjusted rental income (1) Same Park $ 392,149 $ 384,504 $ 7,645 $ 384,504 $ 367,663 $ 16,841 Non-Same Park 8,680 1,495 7,185 1,495 296 1,199 Multifamily 7,353 — 7,353 — — — Assets sold or held for development (2) 5,334 16,180 (10,846) 16,180 18,384 (2,204) Lease buyout payment — — — — 528 (528) Total rental income 413,516 402,179 11,337 402,179 386,871 15,308 Cost of operations Adjusted cost of operations (3) Same Park 115,602 115,055 547 115,055 112,399 2,656 Non-Same Park 3,355 1,373 1,982 1,373 289 1,084 Multifamily 4,054 — 4,054 — — — Assets sold or held for development (2) 2,268 6,581 (4,313) 6,581 7,417 (836) LTEIP amortization 1,268 2,331 (1,063) 2,331 3,003 (672) Total cost of operations 126,547 125,340 1,207 125,340 123,108 2,232 Net operating income (4) Same Park 276,547 269,449 7,098 269,449 255,264 14,185 Non-Same Park 5,325 122 5,203 122 7 115 Multifamily 3,299 — 3,299 — — — Assets sold or held for development (2) 3,066 9,599 (6,533) 9,599 10,967 (1,368) Lease buyout payment — — — — 528 (528) LTEIP amortization (1,268) (2,331) 1,063 (2,331) (3,003) 672 Depreciation and amortization expense (99,242) (94,270) (4,972) (94,270) (99,486) 5,216 General and administrative expense (10,155) (9,679) (476) (9,679) (14,862) 5,183 Interest and other income 1,510 942 568 942 1,233 (291) Interest and other expense (665) (1,285) 620 (1,285) (5,664) 4,379 Equity in loss of unconsolidated joint venture — (805) 805 (805) — (805) Gain on sale of real estate facilities 93,484 1,209 92,275 1,209 — 1,209 Gain on sale of development rights — 6,365 (6,365) 6,365 — 6,365 Net income $ 271,901 $ 179,316 $ 92,585 $ 179,316 $ 144,984 $ 34,332 ____________________________ (1) Adjusted rental income excludes material lease buyout payments. (2) The operations for “assets sold or held for development” are primarily comprised of the historical operations, for all periods shown, of the 705,000 rentable square feet of office product and 194,000 rentable square feet of flex product sold in 2018. For the year ended December 31, 2017, “assets sold or held for development” includes historical operations of 44,000 square feet of assets sold during 2017. For the year ended December 31, 2016, “assets sold or held for development” also includes historical operations from a 123,000 square foot office building held for development. (3) Adjusted cost of operations excludes the impact of LTEIP amortization. (4) Net operating income represents adjusted rental income less adjusted cost of operations. Rental income increased $11.3 million in 2018 compared to 2017 and by $15.3 million in 2017 as compared to 2016 due primarily to increases in adjusted rental income at the Same Park and Non-Same Park facilities, offset partially by adjusted rental income from assets sold or held for development. The 2018 increase was also attributable to rental income from our multifamily asset.The increases in adjusted rental income at the Same Park facilities in 2018 and 2017 were due primarily to higher revenue per occupied square foot and increased occupancy. Cost of operations increased $1.2 million in 2018 compared to 2017 and by $2.2 million in 2017 as compared to 2016 due primarily to increases in adjusted cost of operations for the Same Park and Non-Same Park facilities, offset partially by adjusted costs of operations from assets sold or held for development. The 2018 increase was also attributed to cost of operations from our multifamily asset. The 2018 and 2017 increases in cost of operations was partially offset by lower LTEIP amortization. Net income increased $92.6 million in 2018 compared to 2017 and by $34.3 million in 2017 compared to 2016. The 2018 increase in net income was primarily due to the gain on the sale of three office parks in Orange County, 25


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    Table of Contents California, and an industrial park in Dallas, Texas, during 2018 combined with higher rental income partially offset by higher depreciation and amortization expense. The 2017 increase was due primarily to higher rental income combined with gain on the sale of the real estate facilities and development rights, lower depreciation and amortization expense, lower general and administrative expenses and a reduction in interest expense. Same Park Facilities The Same Park facilities are those that we have owned and operated since January 1, 2016. We evaluate the operations of these facilities t o provide an informative view of how the Company’s portfolio has performed over comparable periods. We believe that Same Park information is used by investors and analysts in a similar manner. The following table summarizes the historical operating results of these facilities and certain statistical information related to leasing activity in 2018, 2017 and 2016 (in thousands, except per square foot data): For the Years For the Years Ended December 31, Ended December 31, 2018 2017 Variance 2017 2016 Variance Adjusted rental income $ 392,149 $ 384,504 2.0% $ 384,504 $ 367,663 4.6% Adjusted cost of operations Property taxes 40,175 39,279 2.3% 39,279 38,177 2.9% Utilities 22,437 21,934 2.3% 21,934 22,026 (0.4%) Repairs and maintenance 24,569 25,832 (4.9%) 25,832 23,414 10.3% Snow removal 910 544 67.3% 544 1,810 (69.9%) Other expenses 27,511 27,466 0.2% 27,466 26,972 1.8% Total 115,602 115,055 0.5% 115,055 112,399 2.4% NOI $ 276,547 $ 269,449 2.6% $ 269,449 $ 255,264 5.6% Selected Statistical Data NOI margin (1) 70.5% 70.1% 0.6% 70.1% 69.4% 1.0% Weighted average square foot occupancy 94.9% 94.4% 0.5% 94.4% 94.3% 0.1% Revenue per occupied square foot (2) $ 15.36 $ 15.15 1.4% $ 15.15 $ 14.50 4.5% ____________________________ (1) NOI margin is computed by dividing NOI by adjusted rental income. (2) Revenue per occupied square foot is computed by dividing adjusted rental income during the period by weighted average occupied square feet during the same period. Analysis of Same Park Adjusted Rental Income Adjusted rental income generated by the Same Park facilities increased 2.0% in 2018 as compared to 2017 and by 4.6% in 2017 as compared to 2016. These increases were due primarily to higher rental rates charged to ourcustomers, as revenue per occupied square foot increased 1.4% and 4.5% in 2018 and 2017, respectively, compared to the year prior. Weighted average occupancy increased 0.5% and 0.1% in 2018 and 2017, respectively, compared to the year prior. We believe that high occupancies help maximize our rental income. Accordingly, we seek to maintain a weighted average occupancy over 90%. During 2018 and 2017, most markets continued to reflect favorable conditions allowing for stable occupancy as well as increasing rental rates. With the exception of Northern Virginia and Suburban Maryland markets, new rental rates for the Company improved over expiring rental rates on executed leases as economic conditions and tenant demand remained robust. Our future revenue growth will come primarily from potential increases in market rents allowing us to increase rent levels when leases are either renewed with existing customers or re-leased to new customers. The following table sets forth the expirations of existing leases in our Same Park portfolio over the next 10 years based on lease data at December 31, 2018 (dollars and square feet in thousands): 26


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    Table of Contents Percent of Rentable Square Percent of Annualized Rental Annualized Rental Number of Footage Subject to Total Leased Income Under Income Represented Year of Lease Expiration Customers Expiring Leases Square Footage Expiring Leases by Expiring Leases 2019 1,955 6,534 25.4% $ 101,304 23.8% 2020 1,480 6,084 23.7% 94,857 22.2% 2021 701 3,895 15.1% 64,006 15.0% 2022 313 3,437 13.4% 60,759 14.3% 2023 297 2,630 10.2% 44,439 10.4% 2024 56 1,220 4.7% 20,566 4.8% 2025 37 1,084 4.2% 21,803 5.1% 2026 16 245 1.0% 5,332 1.3% 2027 6 24 0.1% 962 0.2% 2028 9 309 1.2% 5,935 1.4% Thereafter 9 252 1.0% 6,521 1.5% Total 4,879 25,714 100.0% $ 426,484 100.0% During the year ended December 31, 2018, we leased 7.2 million in rentable square feet to new and existing customers, with an average increase in rental rates over the previous rates of 5.1%. Renewals of leases with existing customers represented 63.3% of our leasing activity for the year ended December 31, 2018. See “Analysis of Same Park Market Trends” below for further analysis of such data on a by- market basis. Our ability to re-lease space on expired leases in a way that minimizes vacancy periods andachieves market rental rates will depend upon market conditions in the specific submarkets in which each of our properties are located. Analysis of Same Park Adjusted Cost of Operations Adjusted costs of operations generated by the Same Park facilities increased 0.5% in 2018 as compared to 2017 due primarily to increased property taxes, higher utility costs and snow removal costs, partially offset by lower repairs and maintenance expense. Adjusted costs of operations increased by 2.4% in 2017 as compared to 2016 due primarily to increased repairs and maintenance expense and property taxes partially offset by reduced snow removal costs. Property taxes increased 2.3% in 2018 as compared to 2017 and by 2.9% in 2017 as compared to 2016 due primarily to higher assessed values. We expect property tax growth in the future due primarily to higher assessed values and changes in tax rates. Utilities are dependent primarily upon energy prices and usage levels. Changes in usage levels are driven primarily by weather and temperature. Utilities increased 2.3% in 2018 as compared to 2017 and decreased 0.4% in 2017 as compared to 2016. It is difficult to estimate future utility costs, because weather, temperature and energy prices are volatile and not predictable. However, based upon current trends and expectations regarding commercial electricity rates, we expect inflationary increases in rates in the future. Repairs and maintenance decreased 4.9% in 2018 as compared to 2017 due to incremental costs in 2017 relating to Hurricane Irma and increased by 10.3% in 2017 as compared to 2016 for the same reason. Repairs and maintenance costs are dependent upon many factors including weather conditions, which can impact repair and maintenance needs, inflation in material and labor costs and random events, and as a result are not readily predictable. Snow removal increased 67.3% in 2018 as compared to 2017 and decreased by 69.9% in 2017 as compared to 2016. Snow removal costs are weather dependent and therefore not predictable. Other expenses increased 0.2% in 2018 as compared to 2017 and 1.8% in 2017 as compared to 2016. These costs are comprised of on site and supervisory personnel, property insurance and other expenses incurred in the operation of our properties. We expect increases in other expenses to be similar to the increases in prior years. 27


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    Table of Contents Same Park Quarterly Trends The following table sets forth historical quarterly data in the operations of the Same Park facilities for adjusted rental income, adjusted cost of operations, occupancies, and annualized revenue per occupied square foot (in thousands, except per square foot data): For the Three Months Ended March 31 June 30 September 30 December 31 Full Year Adjusted rental income 2018 $ 98,022 $ 97,760 $ 98,228 $ 98,139 $ 392,149 2017 $ 95,756 $ 95,464 $ 96,073 $ 97,211 $ 384,504 2016 $ 91,341 $ 91,617 $ 92,103 $ 92,602 $ 367,663 Adjusted cost of operations 2018 $ 30,035 $ 28,865 $ 28,817 $ 27,885 $ 115,602 2017 $ 28,214 $ 28,008 $ 29,191 $ 29,642 $ 115,055 2016 $ 29,384 $ 27,086 $ 28,211 $ 27,718 $ 112,399 Weighted average square foot occupancy 2018 94.6% 94.6% 95.0% 95.2% 94.9% 2017 94.6% 93.7% 94.1% 95.1% 94.4% 2016 94.3% 93.8% 94.2% 94.8% 94.3% Annualized revenue per occupied square foot 2018 $ 15.40 $ 15.36 $ 15.36 $ 15.32 $ 15.36 2017 $ 15.05 $ 15.15 $ 15.18 $ 15.20 $ 15.15 2016 $ 14.40 $ 14.52 $ 14.54 $ 14.53 $ 14.50 28


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    Table of Contents Analysis of Same Park Market Trends The following tables set forth adjusted rental income, adjusted cost of operations, occupancy data and revenue per occupied square foot by period in our Same Park facilities (in thousands, except per square foot data): For the Years For the Years Ended December 31, Ended December 31, Region 2018 2017 Variance 2017 2016 Variance Selected Geographic Data on Same Park Adjusted rental income Northern California (7.2 million feet) $ 99,610 $ 93,032 7.1% $ 93,032 $ 86,395 7.7% Southern California (3.3 million feet) 52,873 50,269 5.2% 50,269 47,583 5.6% Dallas (2.9 million feet) 30,899 31,398 (1.6%) 31,398 29,896 5.0% Austin (2.0 million feet) 29,608 29,240 1.3% 29,240 27,467 6.5% Northern Virginia (3.9 million feet) 73,818 75,590 (2.3%) 75,590 76,285 (0.9%) South Florida (3.9 million feet) 41,824 41,082 1.8% 41,082 38,153 7.7% Suburban Maryland (2.3 million feet) 46,313 47,742 (3.0%) 47,742 46,811 2.0% Seattle (1.4 million feet) 17,204 16,151 6.5% 16,151 15,073 7.2% Total Same Park (26.9 million feet) 392,149 384,504 2.0% 384,504 367,663 4.6% Adjusted cost of operations Northern California 23,155 23,532 (1.6%) 23,532 22,619 4.0% Southern California 13,683 13,382 2.2% 13,382 13,072 2.4% Dallas 11,086 10,649 4.1% 10,649 10,635 0.1% Austin 10,491 9,891 6.1% 9,891 9,487 4.3% Northern Virginia 25,437 25,018 1.7% 25,018 25,494 (1.9%) South Florida 11,003 11,349 (3.0%) 11,349 10,578 7.3% Suburban Maryland 16,362 17,158 (4.6%) 17,158 16,603 3.3% Seattle 4,385 4,076 7.6% 4,076 3,911 4.2% Total Same Park 115,602 115,055 0.5% 115,055 112,399 2.4% Net operating income Northern California 76,455 69,500 10.0% 69,500 63,776 9.0% Southern California 39,190 36,887 6.2% 36,887 34,511 6.9% Dallas 19,813 20,749 (4.5%) 20,749 19,261 7.7% Austin 19,117 19,349 (1.2%) 19,349 17,980 7.6% Northern Virginia 48,381 50,572 (4.3%) 50,572 50,791 (0.4%) South Florida 30,821 29,733 3.7% 29,733 27,575 7.8% Suburban Maryland (2.1%) 1.2% 29,951 30,584 30,584 30,208 Seattle 12,819 12,075 6.2% 12,075 11,162 8.2% Total Same Park $ 276,547 $ 269,449 2.6% $ 269,449 $ 255,264 5.6% Weighted average square foot occupancy Northern California 97.8% 95.9% 2.0% 95.9% 96.8% (0.9%) Southern California 97.6% 96.4% 1.2% 96.4% 96.2% 0.2% Dallas 89.7% 90.3% (0.7%) 90.3% 90.0% 0.3% Austin 92.5% 94.9% (2.5%) 94.9% 96.9% (2.1%) Northern Virginia 92.8% 91.4% 1.5% 91.4% 92.3% (1.0%) South Florida 96.4% 97.5% (1.1%) 97.5% 94.0% 3.7% Suburban Maryland 89.3% 88.7% 0.7% 88.7% 87.8% 1.0% Seattle 98.2% 98.1% 0.1% 98.1% 98.5% (0.4%) Total Same Park 94.9% 94.4% 0.5% 94.4% 94.3% 0.1% Revenue per occupied square foot Northern California $ 14.06 $ 13.39 5.0% $ 13.39 $ 12.32 8.7% Southern California $ 16.50 $ 15.90 3.8% $ 15.90 $ 15.07 5.5% Dallas $ 11.92 $ 12.03 (0.9%) $ 12.03 $ 11.50 4.6% Austin $ 16.29 $ 15.69 3.8% $ 15.69 $ 14.43 8.7% Northern Virginia $ 20.31 $ 21.10 (3.7%) $ 21.10 $ 21.10 — South Florida $ 11.23 $ 10.90 3.0% $ 10.90 $ 10.50 3.8% Suburban Maryland $ 22.02 $ 22.88 (3.8%) $ 22.88 $ 22.65 1.0% Seattle $ 12.60 $ 11.84 6.4% $ 11.84 $ 11.01 7.5% Total Same Park $ 15.36 $ 15.15 1.4% $ 15.15 $ 14.50 4.5% 29


  • Page 30

    Table of Contents Supplemental Same Park Data by Product Type The following supplemental tables provide further detail of our Same Park adjusted rental income, adjusted cost of operations and net operating income by region, further segregated by industrial, flex and office for each of the three years ended December 31, 2018, 2017 and 2016. For the Year Ended December 31, 2018 For the Year Ended December 31, 2017 For the Year Ended December 31, 2016 Industrial Flex Office Total Industrial Flex Office Total Industrial Flex Office Total In thousands Adjusted Rental Income: Northern California $ 78,721 $ 9,442 $ 11,447 $ 99,610 $ 72,878 $ 9,364 $ 10,790 $ 93,032 $ 67,475 $ 8,721 $ 10,199 $ 86,395 Southern California 34,272 17,954 647 52,873 32,516 17,083 670 50,269 30,607 16,330 646 47,583 Dallas 11,566 19,333 — 30,899 11,406 19,992 — 31,398 11,226 18,670 — 29,896 Austin 7,863 21,745 — 29,608 7,316 21,924 — 29,240 6,612 20,855 — 27,467 Northern Virginia 7,350 24,755 41,713 73,818 6,978 25,715 42,897 75,590 6,899 25,489 43,897 76,285 South Florida 39,810 1,931 83 41,824 38,963 1,911 208 41,082 36,115 1,793 245 38,153 Suburban Maryland 4,464 12,695 29,154 46,313 4,528 12,086 31,128 47,742 4,292 11,466 31,053 46,811 Seattle 10,474 6,003 727 17,204 9,901 5,675 575 16,151 9,202 5,274 597 15,073 Total 194,520 113,858 83,771 392,149 184,486 113,750 86,268 384,504 172,428 108,598 86,637 367,663 Adjusted Cost of Operations: Northern California 17,628 2,561 2,966 23,155 18,136 2,493 2,903 23,532 17,110 2,362 3,147 22,619 Southern California 8,619 4,794 270 13,683 8,370 4,743 269 13,382 8,035 4,758 279 13,072 Dallas 3,744 7,342 — 11,086 3,533 7,116 — 10,649 3,589 7,046 — 10,635 Austin 2,690 7,801 — 10,491 2,546 7,345 — 9,891 2,467 7,020 — 9,487 Northern Virginia 2,040 7,427 15,970 25,437 1,982 7,272 15,764 25,018 2,070 7,693 15,731 25,494 South Florida 10,422 518 63 11,003 10,695 587 67 11,349 10,044 465 69 10,578 Suburban Maryland 1,379 3,807 11,176 16,362 1,482 3,883 11,793 17,158 1,516 3,699 11,388 16,603 Seattle 2,683 1,477 225 4,385 2,385 1,501 190 4,076 2,285 1,433 193 3,911 Total 49,205 35,727 30,670 115,602 49,129 34,940 30,986 115,055 47,116 34,476 30,807 112,399 NOI: Northern California 61,093 6,881 8,481 76,455 54,742 6,871 7,887 69,500 50,365 6,359 7,052 63,776 Southern California 25,653 13,160 377 39,190 24,146 12,340 401 36,887 22,572 11,572 367 34,511 Dallas 7,822 11,991 — 19,813 7,873 12,876 — 20,749 7,637 11,624 — 19,261 Austin 5,173 13,944 — 19,117 4,770 14,579 — 19,349 4,145 13,835 — 17,980 Northern Virginia 5,310 17,328 25,743 48,381 4,996 18,443 27,133 50,572 4,829 17,796 28,166 50,791 South Florida 29,388 1,413 20 30,821 28,268 1,324 141 29,733 26,071 1,328 176 27,575 Suburban Maryland 3,085 8,888 17,978 29,951 3,046 8,203 19,335 30,584 2,776 7,767 19,665 30,208 Seattle 7,791 4,526 502 12,819 7,516 4,174 385 12,075 6,917 3,841 404 11,162 Total $ 145,315 $ 78,131 $ 53,101 $ 276,547 $ 135,357 $ 78,810 $ 55,282 $ 269,449 $ 125,312 $ 74,122 $ 55,830 $ 255,264 30


  • Page 31

    Table of Contents As noted above, our past revenue growth has come from contractual annual rent increases, as well as re-leasing of space at current market rates. We believe the percentage difference between outgoing billed rent and incoming billed rent for leases executed (the “Rental Rate Change”) is useful in understanding trends in current market rates relative to our existing lease rates. The following table summarizes the Rental Rate Change and other key statistical information with respect to the Company’s leasing production for its Same Park facilities, on a regional basis, for the year ended December 31, 2018 (square feet in thousands): For the Year Ended December 31, 2018 Square Transaction Footage Customer Costs per Rental Regions Leased Retention Executed Foot Rate Change (1) Northern California 1,424 72.6% $ 1.29 19.8% Southern California 1,103 71.3% $ 1.44 8.5% Dallas 911 54.3% $ 4.48 2.2% Austin 546 75.2% $ 2.91 7.6% Northern Virginia 1,131 72.3% $ 7.28 (5.3%) South Florida 1,243 63.1% $ 1.16 6.1% Suburban Maryland 568 74.0% $ 7.67 (16.1%) Seattle 225 52.0% $ 2.14 16.4% Total 7,151 68.2% $ 3.30 5.1% ____________________________ (1) Rental Rate Change is computed by taking the percentage difference between the incoming initial billed monthly rental rates (excluding the impact of certain items such as concessions or future escalators) on new leases or extensions executed in the period, and the outgoing monthly rental rates last billed on the previous lease for that space. Leases executed on spaces vacant for more than the preceding twelve months have been excluded from this measure. During 2018 and 2017, most markets, with the exception of Northern Virginia and Suburban Maryland, continued to reflect favorable conditions allowing for stable occupancy as well as increasing rental rates. In Northern Virginia and Suburban Maryland, rental rates on executed leases declined 5.3% and 16.1%, respectively, for the year end December 31, 2018, reflecting continued soft market conditions that have persisted for several years due to, among other factors, federal government downsizing. To the extent that such trends continue in these markets, which comprised 30.6% of our Same Park adjusted rental income for the year ended December 31, 2018 and 21.3% of square feet expiring through December 31, 2019, we may continue to face reduced rental income in these markets. Non-Same Park facilities: The table below reflects the assets comprising our Non-Same Park facilities(in thousands): Purchase Square Occupancy at Occupancy at Property Date Acquired Location Price Feet Acquisition December 31, 2018 Northern Virginia and Fullerton June, 2018 Lorton and Springfield, $ 143,766 1,057 76.1% 76.7% Road Industrial Parks Virginia The Grove 270 September, 2016 Rockville, Maryland 13,250 226 18.5% 85.3% Total $ 157,016 1,283 66.0% 78.2% NOI from the Non-Same Park facilities included $3.6 million of NOI from the 2018 acquisition for the year ended December 31, 2018. Excluding the results from the 2018 acquisition, the NOI increase from prior year was tied to an increase in occupancy at our 2016 acquisition. We believe that our management and operating infrastructure typically allows us to generate higher NOI from newly acquired real estate facilities than was achieved by the previous owners. However, it can take 24 or more months for us to fully achieve the higher NOI, and the ultimate levels of NOI to be achieved can be affected by changes in general economic conditions. As a result, there can be no assurance that we will achieve our expectations with respect to newly acquired real estate facilities. We expect the Non-Same Park facilities to continue to provide increased NOI in 2019 as these facilities increase in occupancy. Multifamily: As of December 31, 2018, we have a 95.0% interest in Highgate, a 395-unit apartment complex. On January 1, 2018, we began to consolidate the joint venture due to changes to the joint venture agreement that gave the Company control of the joint venture. Prior to January 1, 2018, we accounted for our investment in the joint venture 31


  • Page 32

    Table of Contents using the equity method and accordingly, reflected our share of net loss under “equity in loss of unconsolidated joint venture.” Highgate began leasing activities during second quarter of 2017. During the year ended December 31, 2018, Highgate generated $3.3 million of NOI, consisting of $7.4 million in adjusted rental income and $4.1 million in adjusted cost of operations. The following table summarizes Highgate’s project timeline and certain statistics as of December 31, 2018: Schedule As of December 31, 2018 Apartment Total Costs (1) Initial Stabilization Physical Average Rent per Units (in thousands) Construction Start Occupancy Period Occupancy Unit (2) 395 $ 115,426 Q3 2015 Q2 2017 Q4 2018 95.9% $ 2,093 ____________________________ (1) The project cost for Highgate includes the underlying land at the assigned contribution value upon formation of the joint venture. (2) Average rent per unit is defined as the total potential monthly rental revenue (actual rent for occupied apartment units plus market rent for vacant apartment units) divided by the total number of rentable apartment units. Assets sold or held for development: These amounts include historical operating results with respect to properties that have been sold or are held for future potential development. Depreciation and Amortization Expense: Depreciation and amortization expense increased 5.3% in 2018 compared to 2017 and decreased by 5.2% in 2017 compared to 2016. The increase in 2018 over 2017 was primarily due to depreciation and amortization expense of our multifamily asset as we consolidated its operations effective January 1, 2018 in addition to depreciation and amortization expense from the 2018 acquisition. The decrease in 2017 over 2016 was due to the cost of certain assets reaching the end of their depreciable lives. General and Administrative Expenses: General and administrative expenses primarily represent compensation for senior executives, tax compliance, legal and costs associated with being a public company. General and administrative expenses increased $476,000, or 4.9%, in 2018 compared to 2017 and decreased $5.2 million, or 34.9%, in 2017 compared to 2016. The increase in 2018 over 2017 was primarily due to costs related to the new Chief Financial Officer hired during the latter half of 2018. The decrease in 2017 over 2016 was primarily due to departure of senior executives in 2016 and 2017 and a reduction in the ongoing LTEIP amortization ($2.8 million in 2017 versus $4.7 million in 2016). Interest and Other Expense: Interest and other expense decreased $620,000, or 48.2%, in 2018 compared to 2017 and by $4.4 million, or 77.3%, in 2017 compared to 2016. The decrease in 2018 over 2017 was primarily due to a reduction in borrowings from our revolving Credit Facility. The decrease in 2017 over 2016 was primarily due to a repayment of a $250.0 million mortgage note during the second quarter of 2016. Equity loss from investment in and advances to unconsolidated joint venture: Prior to January 1, 2018, we accounted for our joint venture investment using the equity method and recorded our pro-rata share of the net loss in the joint venture. The Company recorded an equity loss in the unconsolidated joint venture of $805,000, comprised of our proportionate share of $1.8 million in revenue, $1.5 million in cost of operations, and $1.2 million in depreciation expense for the year ended December 31, 2017. Gain on sale of real estate facilities and gain on sale of development rights: On March 5, 2018, we sold Corporate Pointe Business Park, a park consisting of five multi-tenant office buildings totaling 161,000 square feet located in Orange County, California, for net sale proceeds of $41.7 million, which resulted in a gain of $26.8 million. On April 18, 2018, we sold Orange County Business Center, a park consisting of five multi-tenant office buildings totaling 437,000 square feet located in Orange County, California, for net sale proceeds of $73.3 million, which resulted in a gain of $50.6 million. On April 30, 2018, we sold Northgate Business Park, a park consisting of seven multi-tenant flex buildings totaling 194,000 square feet located in Dallas, Texas, for net sale proceeds of $11.8 million, which resulted in a gain of $7.9 million. On October 31, 2018, we sold Orangewood Office Park, a park consisting of two multi-tenant office buildings totaling 107,000 square feet located in Orange County, California, for net sale proceeds of $18.3 million, which resulted in a gain of $8.2 million. 32


  • Page 33

    Table of Contents On May 1, 2017, we sold Empire Commerce, a two-building single-story office park comprising 44,000 square feet, located in Dallas, Texas, for net sale proceeds of $2.1 million, which resulted in a net gain of $1.2 million. On March 31, 2017, we sold development rights we held to build medical office buildings on land adjacent to our Westech Business Park in Silver Spring, Marylandfor $6.5 million. We received net sale proceeds of $6.4 million, of which $1.5 million was received in prior years and $4.9 million was received in 2017. We recorded a net gain of $6.4 million for the year ended December 31, 2017. Liquidity and Capital Resources This section should be read in conjunction with our consolidated statements of cash flows for the years endedDecember 31, 2018, 2017 and 2016 and the notes to our consolidated financial statements, which set forth the major components of our historical liquidity and capital resources. The discussion below sets forth the factors which we expect will affect our future liquidity and capital resources or which may vary substantially from historical levels. Capital Raising Strategy: As a REIT, we generally distribute substantially all of our “REIT taxable income” to our shareholders, which relative to a taxable C corporation, limits the amount of cash flow from operations that we can retain for investments. As a result, in order to grow our asset base, access to capital is important. Our financial profile is characterized by strong credit metrics, including low leverage relative to our total capitalization and operating cash flows. We are a highly rated REIT, as rated by Moody’s and Standard & Poor’s. Our corporate credit rating by Standard and Poors is A-, while our preferred shares are rated BBB by Standard and Poors and Baa2 by Moodys. Our credit profile and ratings enable us to effectively access both the public and private capital markets to raise capital. In order to maintain access to capital markets, we target a minimum ratio of FFO (as defined below) to combined fixed charges and preferred distributions of 3.0 to 1.0. Fixed charges include interest expense, capitalized interest and preferred distributions paid to preferred shareholders. For the year ended December 31, 2018, the ratio to FFO to combined fixed charges and preferred distributions paid was 5.3 to 1.0. We have a $250.0 million revolving Credit Facility that can be expanded to $400.0 million which expires in January, 2022. We use the Credit Facility as temporary financing until we are able to raise longer term capital as necessary. Historically we have funded our long-term capital requirements with retained operating cash flow and proceeds from the issuance of common and preferred securities. We will select among these sources of capital based upon availability, relative cost, the impact of constraints of certain forms of capital on our operations (such as covenants), as well as the desire for leverage. Short-term Liquidity and Capital Resource Analysis: We believe that our net cash provided by our operating activities will continue to be sufficient to enable us to meet our ongoing requirements for debt service, capital expenditures and distributions to our shareholders for the foreseeable future. As of December 31, 2018, we had $37.4 million in cash unrestricted. In the last five years, we have retained approximately $40 to $60 million in operating cash flow per year. Retained operating cash flow represents cash flow provided by operating activities, less shareholder and unit holder distributions and capital expenditures. Required Debt Repayment: As of December 31, 2018, we have no debt outstanding on our Credit Facility. We are in compliance with the covenants and all other requirements of our Credit Facility. Capital Expenditures: We define recurring capital expenditures as those necessary to maintain and operate our real estate at its current economic value. Nonrecurring capital improvements include property renovations and expenditures related to repositioning acquisitions. The following table sets forth our capital expenditures paid for in the years ended December 31, 2018, 2017 and 2016 on an aggregate and per square foot basis: 33


  • Page 34

    Table of Contents For the Years Ended December 31, 2018 2017 2016 2018 2017 2016 Commercial Real Estate (in thousands) (per total weighted average square foot) Recurring capital expenditures Capital improvements (1) $ 10,738 $ 10,069 $ 8,336 $ 0.38 $ 0.36 $ 0.30 Tenant improvements 18,688 28,294 16,086 0.67 1.01 0.57 Lease commissions 8,048 7,477 6,530 0.29 0.27 0.23 Total commercial recurring capital expenditures 37,474 45,840 30,952 1.34 1.64 1.10 Nonrecurring capital improvements 1,176 4,379 925 0.05 0.16 0.03 Total commercial capital expenditures (1) $ 38,650 $ 50,219 $ 31,877 $ 1.39 $ 1.80 $ 1.13 ____________________________ (1) Excludes $13 of recurring capital improvements on our multifamily asset in 2018. The following table summarizes Same Park, Non-Same Park, multifamily and assets sold or held for development recurring capital expenditures paid and the related percentage of NOI by region for the years ended December 31, 2018, 2017 and 2016 (in thousands): For the Years Ended December 31, Recurring Capital Expenditures Recurring Capital Expenditures as a Percentage of NOI Region 2018 2017 Change 2017 2016 Change 2018 2017 2016 Same Park Northern California $ 3,602 $ 3,642 (1.1%) $ 3,642 $ 3,556 2.4% 4.7% 5.2% 5.6% Southern California 3,167 3,025 4.7% 3,025 2,804 7.9% 8.1% 8.2% 8.1% Dallas 5,027 3,813 31.8% 3,813 3,972 (4.0%) 25.4% 18.4% 20.6% Austin 2,362 1,726 36.8% 1,726 1,263 36.7% 12.4% 8.9% 7.0% Northern Virginia 10,810 13,379 (19.2%) 13,379 7,441 79.8% 22.3% 26.5% 14.7% South Florida 3,149 2,055 53.2% 2,055 2,713 (24.3%) 10.2% 6.9% 9.8% Suburban Maryland 6,114 10,026 (39.0%) 10,026 5,774 73.6% 20.4% 32.8% 19.1% Seattle 968 763 26.9% 763 1,132 (32.6%) 7.6% 6.3% 10.1% Total Same Park 35,199 38,429 (8.4%) 38,429 28,655 34.1% 12.7% 14.3% 11.2% Non-Same Park Northern Virginia 615 — 100.0% — — — — — — Suburban Maryland 1,049 5,548 (81.1%) 5,548 164 3,282.9% — — — Total Non-Same Park 1,664 5,548 (70.0%) 5,548 164 3,282.9% — — — Assets sold or held for development 611 1,863 (67.2%) 1,863 2,133 (12.7%) 19.9% 19.4% 19.4% Total commercial recurring capital expenditures 37,474 45,840 (18.3%) 45,840 30,952 48.1% — — — Multifamily 13 — 100.0% — — — — — — Total $ 37,487 $ 45,840 (18.2%) $ 45,840 $ 30,952 48.1% 13.0% 16.4% 11.6% The decrease in Same Park recurring capital expenditures of $3.2 million, or 8.4%, was primarily due to transaction costs related to large renewals and leasing production in 2017. The decrease in Non-Same Park recurring capital expenditures are related to substantially completing the repositioning and lease-up of a facility in 2017. In the last five years, our recurring capital expenditures have averaged generally between $1.10 and $1.64 per square foot, and 11.6% and 18.8% as a percentage of NOI. Redemption of Preferred Stock: Historically, we have reduced our cost of capital by refinancing higher coupon preferred securities with lower coupon preferred securities. On January 3, 2018, we completed the redemption of the remaining 6.0% Series T preferred shares outstanding of $130.0 million using funds received from our 5.20% Series Y preferred shares issued during December, 2017. At December 31, 2018, our 5.75% Series U preferred shares, with a par value of $230.0 million, and our 5.70% Series V preferred shares, with a par value of $110.0 million, were redeemable at par. Redemption of such preferred shares will depend upon many factors, including the cost of capital. None of our preferred securities are redeemable at the option of the holders. 34


  • Page 35

    Table of Contents Acquisitions of real estate facilities: On June 8, 2018, we acquired two multi-tenant industrial parks aggregating 1.1 million rentable square feet in Springfield, Virginia, for a net purchase price of $143.8 million. We have acquired real estate facilities in the past, and we continue to seek to acquire additional real estate facilities; however, there is significant competition to acquire existing facilities and there can be no assurance as to the volume of future acquisition activity. Sale of real estate: During the year ended December 31, 2018, we sold real estate facilities for net sale proceeds of $145.1 million resulting in total gain of $93.5 million. Development of real estate facilities: As noted above, we have an additional 123,000 square foot vacant building located within The Mile that we are seeking to develop into another multifamily property. There can be no assurance as to the timing or amount of any investment that may occur; however, we do not expect to incur any significant development costs on this potential project any earlier than the first quarter of 2020. Repurchase of Common Stock: No shares of common stock were repurchased under the board-approved common stock repurchase program during the years ended December 31, 2018, 2017 and 2016. As of December 31, 2018, management has the authorization to repurchase an additional 1,614,721 shares. Requirement to Pay Distributions: For all periods presented herein, we have elected to be treated as a REIT, as defined in the Code. As a REIT, we do not incur federal income tax on our “REIT taxable income” (generally, net rents and gains from real property, dividends and interest) that is fully distributed each year (for this purpose, certain distributions paid in a subsequent year may be considered), and if we meet certain organizational and operational rules. We believe we have met these requirements in all periods presented herein, and we expect to continue to elect and qualify as a REIT. We paid REIT qualifying distributions of $156.4 million ($52.6 million to preferred shareholders and $103.8 million to common shareholders) during the year ended December 31, 2018. We estimate the annual distribution requirements with respect to our preferred shares outstanding at December 31, 2018 to be $51.8 million per year. During the second quarter of 2018, the Board increased our quarterly dividend from $0.85 per common share to $1.05 per common share, which is an increase of $0.20, or 23.5%, over the previous quarter’s distributions. Our consistent, long-term dividend policy has been to distribute only our taxable income. Future quarterly distributions with respect to the common shares will continue to be determined based upon our REIT distribution requirements and, after taking into consideration distributions to the preferred shareholders, will be funded with cash provided by operating activities. Funds from Operations and Core Funds from Operations Funds from Operations (“FFO”) is a non-GAAP measure defined by the National Association of Real Estate Investment Trusts and is considered a helpful measure of REIT performance by REITs and many REIT analysts. FFO represents GAAP net income before real estate depreciation and amortization expense, gains or losses from sales of operating properties and impairment charges on operating properties and real estate equity investments. 35


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    Table of Contents The following table reconciles from net income allocable to common shareholders to FFO and net income per share to FFO per share (amounts in thousands, except per share data): For The Years Ended December 31, 2018 2017 2016 2015 2014 Net income allocable to common shareholders $ 172,899 $ 90,425 $ 62,872 $ 68,291 $ 113,154 Adjustments Gain on sale of land, real estate facilities and development rights (93,484) (7,574) — (28,235) (92,373) Depreciation and amortization expense 99,242 94,270 99,486 105,394 110,357 Depreciation from unconsolidated joint venture — 1,180 — — — Net income allocated to noncontrolling interests 45,199 24,279 16,955 18,495 30,729 Net income allocated to restricted stock unit holders 1,923 761 569 299 329 FFO allocated to joint venture partner (13) — — — — FFO allocable to common and dilutive shares $ 225,766 $ 203,341 $ 179,882 $ 164,244 $ 162,196 Weighted average outstanding Common shares 27,321 27,207 27,089 26,973 26,899 Common operating partnership units 7,305 7,305 7,305 7,305 7,305 Restricted stock units 182 187 290 130 69 Common share equivalents 101 205 90 78 101 Total common and dilutive shares 34,909 34,904 34,774 34,486 34,374 Net income per common share — diluted $ 6.31 $ 3.30 $ 2.31 $ 2.52 $ 4.19 Gain on sale of land, real estate facilities and development rights (2.68) (0.21) — (0.82) (2.68) Depreciation and amortization expense, including amounts from investments in unconsolidated joint venture 2.84 2.74 2.86 3.06 3.21 FFO per share $ 6.47 $ 5.83 $ 5.17 $ 4.76 $ 4.72 We also present “Core FFO per share,” a non-GAAP measure that represents FFO per share excluding the net impact of (i) income allocated to preferred shareholders to the extent redemption value exceeds the related carrying value (a “Preferred Redemption Allocation”), (ii) compensatory arrangements related to the departure of senior executives and (iii) certain other non-cash and/or nonrecurring income or expense items. The following table reconciles FFO per share to Core FFO per share: For The Years Ended December 31, 2018 2017 2016 2015 2014 FFO per share $ 6.47 $ 5.83 $ 5.17 $ 4.76 $ 4.72 Preferred Redemption Allocation — 0.31 0.21 0.07 — Lease buyout payments — — (0.01) — — Net impact due to departure of senior executives — (0.01) 0.06 — — Acquisition transaction costs — — 0.01 — 0.01 Core FFO per share $ 6.47 $ 6.13 $ 5.44 $ 4.83 $ 4.73 We believe FFO and Core FFO assist investors in analyzing and comparing the operating and financial performance of a company’s real estate between periods. FFO and Core FFO are not substitutes for GAAP net income. In addition, other REITs may compute these measures differently, so comparisons among REITs may not be helpful. Off-Balance Sheet Arrangements: The Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a material effect on the Company’s financial condition, results of operations, liquidity, capital expenditures or capital resources. Contractual Obligations: As of December 31, 2018, the Company is scheduled to pay cash dividends of $51.8 million per year on its preferred equity outstanding. Dividends on preferred equity are paid when and if declared by the Company’s Board and accumulate if not paid. Shares of preferred equity are redeemable by the Company in order to preserve its status as a REIT and are also redeemable five years after issuance, but are not redeemable at the option of the holder. 36


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    Table of Contents Our significant contractual obligations as of December 31, 2018 and their impact on our cash flows and liquidity are summarized below (in thousands): Payments Due by Period Contractual Obligations Total Less than 1 year 1 - 3 years 4 - 5 years More than 5 years Transaction costs (1) $ 9,764 $ 9,764 $ — $ — $ — Ground lease obligations (2) 2,106 141 594 397 974 Total $ 11,870 $ 9,905 $ 594 $ 397 $ 974 ____________________________ (1) Represents transaction costs, including tenant improvements and lease commissions, which we are committed to under the terms of executed leases. (2) Represents future contractual payments on land under various operating leases. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK To limit the Company’s exposure to market risk, the Company principally finances its operations and growth with permanent equity capital consisting of either common or preferred stock. The Company had no debt outstanding as of as of December 31, 2018. Our exposure to market risk for changes in interest rates relates primarily to the Credit Facility, which is subject to variable interest rates. See Notes 2 and 6 to the consolidated financial statements included in this Form 10-K for additional information regarding the terms, valuations and approximate principal maturities of the Company’s indebtedness, including the Credit Facility. Based on borrowing rates currently available to the Company, the difference between the carrying amount of debt and its fair value is insignificant. ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA The financial statements of the Company at December 31, 2018 and 2017 and for the years ended December 31, 2018, 2017 and 2016 and the report of Ernst & Young LLP, independent registered public accounting firm, thereon and the related financial statement schedule, are included elsewhere herein. Reference is made to the Index to Consolidated Financial Statements and Schedules in Item 15. ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING ANDFINANCIAL DISCLOSURE None. ITEM 9A. CONTROLS AND PROCEDURES Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of December 31, 2018. These controls and procedures have been designed to ensure that information required for disclosure is recorded, processed, summarized and reported within the requisite time periods and that such information is accumulated and communicated to management. Management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving their objectives and management necessarily applies its judgment in evaluating the cost-benefit relationship of possible controls and procedures. Based on the evaluation of the Company’s disclosure controls and procedures as of December 31, 2018, the Company’s Chief Executive Officer and Chief Financial Officer concluded that, as of such date, the Company’s disclosure controls and procedures were effective at the reasonable assurance level. 37


  • Page 38

    Table of Contents Management’s Report on Internal Control over Financial Reporting Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act. Under the supervision and with the participation of our management, including our Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control-Integrated Framework issued by the Committee on Sponsoring Organizations of the Treadway Commission (2013 Framework). Based on that evaluation, our management concluded that our internal control over financial reporting was effective as of December 31, 2018. The effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 has been audited by Ernst & Young LLP, an independent registered public accounting firm, as stated in their attestation report which is included herein. Changes in Internal Control Over Financial Reporting There have not been any changes in our internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d- 15(f) under the Exchange Act) during the fourth quarter of 2018 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting. 38


  • Page 39

    Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of PS Business Parks, Inc. Opinion on Internal Control over Financial Reporting We have audited PS Business Parks, Inc.’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, PS Business Parks, Inc. (the Company) maintained, in all material aspects, effective internal control over financial reporting as of December 31, 2018, based on the COSO criteria. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of PS Business Parks, Inc. as of December 31, 2018 and 2017, and the related consolidated statements of income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) and our report dated February 25, 2019 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Security and Exchange Commission and the PCAOB. We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control Over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. /s/ Ernst & Young LLP Los Angeles, California February 25, 2019 39


  • Page 40

    Table of Contents ITEM 9B. OTHER INFORMATION None. PART III ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE The information required by this item with respect to directors is hereby incorporated by reference to the material appearing in the Company’s definitive proxy statement to be filed in connection with the annual shareholders’ meeting to be held in 2019 (the “Proxy Statement”) under the caption “Election of Directors.” The following is a biographical summary of the executive officers of the Company: Maria R. Hawthorne, age 59, was named Chief Executive Officer and elected as a Director of the Company in July, 2016. Ms. Hawthorne was promoted to President in August, 2015 and continues to serves as President of the Company. Ms. Hawthorne most recently served as Executive Vice President, Chief Administrative Officer of the Company from July, 2013 to July, 2015. Ms. Hawthorne served as Executive Vice President, East Coast from February, 2011 to July, 2013. Ms. Hawthorne was Senior Vice President from March, 2004 to February, 2011, with responsibility for property operations on the East Coast, which includes Northern Virginia, Maryland and South Florida. From June, 2001 through March, 2004, Ms. Hawthorne was Vice President of the Company, responsible for property operations in Virginia. From July, 1994 to June, 2001, Ms. Hawthorne was a Regional Manager of the Company in Virginia. From August, 1988 to July, 1994, Ms. Hawthorne was a General Manager, Leasing Director and Property Manager for American Office Park Properties. Ms. Hawthorne earned a Bachelor of Arts Degree in International Relations from Pomona College. John W. Petersen, age 55, has been Executive Vice President and Chief Operating Officer since he joined the Company in December, 2004. Prior to joining the Company, Mr. Petersen was Senior Vice President, San Jose Region, for Equity Office Properties (“EOP”) from July, 2001 to December, 2004, responsible for 11.3 million square feet of multi-tenant office, industrial and R&D space in Silicon Valley. Prior to EOP, Mr. Petersen was Senior Vice President with Spieker Properties, from 1995 to 2001 overseeing the growth of that company’s portfolio in San Jose, through acquisition and development of nearly three million square feet. Mr. Petersen is a graduate of The Colorado College in Colorado Springs, Colorado, and was recently the President of National Association of Industrial and Office Parks, Silicon Valley Chapter. Jeffrey D. Hedges, age 36, joined the Company as Executive Vice President, Chief Financial Officer, Secretary, and principal financial officer on September 17, 2018. Prior to joining the Company, Mr. Hedges served as Senior Vice President, Accounting and Reporting from 2015 at Invitation Homes (NYSE:INVH) (formerly known as Starwood Waypoint Homes and prior to that Colony Starwood Homes), a publicly traded single-family REIT that owns and operates single-family rental homes in the United States. Mr. Hedges was a Senior Manager in the Transaction Advisory Services and Assurance (Audit) groups at Ernst & Young from 2006 to 2015. Mr. Hedges is a certified public accountant and holds a Bachelor of Science from the W.P. Carey School of Business, Arizona State University, and a Master of Business Administration from the Wharton School, University of Pennsylvania. Trenton Groves, age 46, has served as the Company’s Senior Vice President, Chief Accounting Officer, Assistant Secretary, and principal accounting officer since September 2018. Mr. Groves joined the Company as Corporate Controller in 2004 and has served as Vice President, Finance, and Corporate Controller since 2007. Prior to joining the Company, Mr. Groves was in public accounting, serving as a Manager in the Assurance (Audit) group at Ernst & Young from 2002 to 2004 and as Manager at Arthur Anderson from 1998 to 2002. Mr. Groves is a certified public accountant and holds a Bachelor of Science in accounting from California State University, Northridge. Information required by this item with respect to the nominating process, the audit committee and the audit committee financial expert is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Corporate Governance and Board Matters.” 40


  • Page 41

    Table of Contents Information required by this item with respect to a code of ethics is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Corporate Governance and Board Matters.” We have adopted a code of ethics that applies to our principal executive officer, principal financial officer and principal accounting officer, which is available on our website at www.psbusinessparks.com. The information contained on the Company’s website is not a part of, or incorporated by reference into, this Annual Report on Form 10-K. Any amendments to or waivers of the code of ethics granted to the Company’s executive officers or the controller will be published promptly on our website or by other appropriate means in accordance with SEC rules. Information required by this item with respect to the compliance with Section 16(a) of the Exchange Act is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Section 16(a) Beneficial Ownership Reporting Compliance.” ITEM 11. EXECUTIVE COMPENSATION The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Corporate Governance and Board Matters,” “Executive Compensation,” “Corporate Governance and Board Matters — Compensation Committee Interlocks and Insider Participation” and “Report of the Compensation Committee.” ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS The information required by this item with respect to security ownership of certain beneficial owners and management is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Stock Ownership of Certain Beneficial Owners and Management.” The following table sets forth information as of December 31, 2018 on the Company’s equity compensation plans: (a) (b) (c) Number of Weighted Number of Securities Securities to be Average Remaining Available for Issued Upon Exercise Price of Future Issuance under Exercise of Outstanding Equity Compensation Outstanding Options, Plans (Excluding Options, Warrants Warrants and Securities Reflected in Plan Category and Rights Rights Column (a)) Equity compensation plans approved by security holders 386,705 $ 92.53 846,458 Equity compensation plans not approved by security holders — — — Total 386,705 * $ 92.53 * 846,458 * ____________________________ * Amounts include restricted stock units. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the captions “Corporate Governance and Board Matters” and “Certain Relationships and Related Transactions.” ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES The information required by this item is hereby incorporated by reference to the material appearing in the Proxy Statement under the caption “Ratification of Independent Registered Public Accountants.” 41


  • Page 42

    Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES a. 1. Financial Statements The financial statements listed in the accompanying Index to Consolidated Financial Statements and Schedules are filed as part of this report. 2. Financial Statements Schedule The financial statements schedule listed in the accompanying Index to Consolidated Financial Statements and Schedules are filed as part of this report. 3. Exhibits The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with or incorporated by reference in this report. b. Exhibits The exhibits listed in the Exhibit Index immediately preceding such exhibits are filed with or incorporated by reference in this report. c. Financial Statement Schedules Not applicable. ITEM 16. FORM 10-K SUMMARY None. 42


  • Page 43

    Table of Contents PS BUSINESS PARKS, INC. ​ INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SCHEDULES (Item 15(a)(1) and Item 15(a)(2)) ​ Page ​Report of Independent Registered Public Accounting Firm 44 C ​ onsolidated balance sheets as of December 31, 2018 and 2017 45 C ​ onsolidated statements of income for the years ended December 31, 2018, 2017 and 2016 46 C ​ onsolidated statements of equity for the years ended December 31, 2018, 2017 and 2016 47 C ​ onsolidated statements of cash flows for the years ended December 31, 2018, 2017 and 2016 48 N ​ otes to consolidated financial statements 50 Schedule: I​ II — Real estate and accumulated depreciation 68 All other schedules have been omitted since the required information is not present or not present in amounts sufficient to require submission of the schedule, or because the information required is included in the consolidated financial statements or notes thereto. 43


  • Page 44

    Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Board of Directors and Shareholders of PS Business Parks, Inc. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of PS Business Parks, Inc. (the Company) as of December 31, 2018 and 2017, and the related consolidated statements of income, equity and cash flows for each of the three years in the period ended December 31, 2018, and the related notes and financial statement schedule listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2018 and 2017, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2018, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company’s internal control over financial reporting as of December 31, 2018, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework), and our report dated February 25, 2019 expressed an unqualified opinion thereon. Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Security and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures include examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ /s/ Ernst & Young LLP We have served as the Company’s auditor since 1997. Los Angeles, California February 25, 2019 44


  • Page 45

    Table of Contents PART IV ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES (Item 15(a)(1) and Item 15(a)(2)) ​ PS BUSINESS PARKS, INC. CONSOLIDATED BALANCE SHEETS (Amounts in thousands, except share data) ​ ​ December 31, 2018 2017 ASSETS Cash and cash equivalents $ 37,379 $ 114,882 Real estate facilities, at cost Land 816,656 769,036 Buildings and improvements 2,374,943 2,156,862 3,191,599 2,925,898 Accumulated depreciation (1,241,116) (1,161,798) 1,950,483 1,764,100 Properties held for sale, net — 49,259 Land and building held for development 30,848 29,665 1,981,331 1,843,024 Investment in and advances to unconsolidated joint venture — 100,898 Rent receivable, net 1,403 1,876 Deferred rent receivable, net 33,308 32,062 Other assets 15,173 7,417 Total assets $ 2,068,594 $ 2,100,159 LIABILITIES AND EQUITY Accrued and other liabilities $ 85,141 $ 80,223 Preferred stock called for redemption — 130,000 Total liabilities 85,141 210,223 Commitments and contingencies Equity PS Business Parks, Inc.’s shareholders’ equity Preferred stock, $0.01 par value, 50,000,000 shares authorized, 38,390 shares issued and outstanding at December 31, 2018 and 2017 959,750 959,750 Common stock, $0.01 par value, 100,000,000 shares authorized, 27,362,101 and 27,254,607 shares issued and outstanding at December 31, 2018 and 2017, respectively 274 272 Paid-in capital 736,131 735,067 Accumulated earnings (deficit) 69,207 (1,778) Total PS Business Parks, Inc.’s shareholders’ equity 1,765,362 1,693,311 Noncontrolling interests 218,091 196,625 Total equity 1,983,453 1,889,936 Total liabilities and equity $ 2,068,594 $ 2,100,159 See accompanying notes. 45


  • Page 46

    Table of Contents PS BUSINESS PARKS, INC. CONSOLIDATED STATEMENTS OF INCOME (Amounts in thousands, except per share data) ​ ​ For The Years Ended December 31, 2018 2017 2016 Rental income $ 413,516 $ 402,179 $ 386,871 Expenses Cost of operations 126,547 125,340 123,108 Depreciation and amortization 99,242 94,270 99,486 General and administrative 10,155 9,679 14,862 Total operating expenses 235,944 229,289 237,456 Interest and other income 1,510 942 1,233 Interest and other expense (665) (1,285) (5,664) Equity in loss of unconsolidated joint venture — (805) — Gain on sale of real estate facilities 93,484 1,209 — Gain on sale of development rights — 6,365 — Net income 271,901 179,316 144,984 Allocation to noncontrolling interests (45,199) (24,279) (16,955) Net income allocable to PS Business Parks, Inc. 226,702 155,037 128,029 Allocation to preferred shareholders based upon Distributions (51,880) (52,873) (57,276) Redemptions (Note 10) — (10,978) (7,312) Allocation to restricted stock unit holders (1,923) (761) (569) Net income allocable to common shareholders $ 172,899 $ 90,425 $ 62,872 Net income per common share Basic $ 6.33 $ 3.32 $ 2.32 Diluted $ 6.31 $ 3.30 $ 2.31 Weighted average common shares outstanding Basic 27,321 27,207 27,089 Diluted 27,422 27,412 27,179 See accompanying notes. 46


  • Page 47

    Table of Contents PS BUSINESS PARKS, INC. CONSOLIDATED STATEMENTS OF EQUITY (Amounts in thousands, except share data) Total PS Business Parks, Preferred Stock Common Stock Paid-in Accumulated Inc.’s Shareholders’ Noncontrolling Total Shares Amount Shares Amount Capital Earnings (Deficit) Equity Interests Equity Balances at December 31, 2015 36,800 $ 920,000 27,034,073 $ 269 $ 722,009 $ 18,218 $ 1,660,496 $ 200,103 $ 1,860,599 Cumulative effect of a change in accounting principle (Note 11) — — — — 807 (807) — — — Issuance of preferred stock, net of issuance costs 7,590 189,750 — — (6,434) — 183,316 — 183,316 Redemption of preferred stock, net of issuance costs (9,200) (230,000) — — 7,312 (7,312) (230,000) — (230,000) Issuance of common stock in connection with stock-based compensation — — 104,065 2 3,886 — 3,888 — 3,888 Stock compensation, net — — — — 8,404 — 8,404 — 8,404 Net income — — — — — 128,029 128,029 16,955 144,984 Distributions Preferred stock — — — — — (57,276) (57,276) — (57,276) Common stock — — — — — (81,285) (81,285) — (81,285) Noncontrolling interests — — — — — — — (21,916) (21,916) Adjustment to noncontrolling interests in the OP — — — — (2,313) — (2,313) 2,313 — Balances at December 31, 2016 35,190 879,750 27,138,138 271 733,671 (433) 1,613,259 197,455 1,810,714 Issuance of preferred stock, net of issuance costs 17,200 430,000 — — (14,221) — 415,779 — 415,779 Redemption of preferred stock, net of issuance costs (14,000) (350,000) — — 10,978 (10,978) (350,000) — (350,000) Issuance of common stock in connection with stock-based compensation — — 116,469 1 4,217 — 4,218 — 4,218 Stock compensation, net — — — — 4,016 — 4,016 — 4,016 Cash paid for taxes in lieu of shares upon vesting of restricted stock units — — — — (3,865) — (3,865) — (3,865) Net income — — — — — 155,037 155,037 24,279 179,316 Distributions Preferred stock — — — — — (52,873) (52,873) — (52,873) Common stock — — — — — (92,531) (92,531) — (92,531) Noncontrolling interests — — — — — — — (24,838) (24,838) Adjustment to noncontrolling interests in the OP — — — — 271 — 271 (271) — Balances at December 31, 2017 38,390 959,750 27,254,607 272 735,067 (1,778) 1,693,311 196,625 1,889,936 Issuance of common stock in connection with stock-based compensation — — 107,494 2 3,008 — 3,010 — 3,010 Stock compensation, net — — — — 3,032 — 3,032 — 3,032 Cash paid for taxes in lieu of shares upon vesting of restricted stock units — — — — (4,981) — (4,981) — (4,981) Consolidation of joint venture (see Note — — — — — — — 4,032 4,032 3) Net income — — — — — 226,702 226,702 45,199 271,901 Distributions Preferred stock — — — — — (51,880) (51,880) — (51,880) Common stock — — — — — (103,837) (103,837) — (103,837) Noncontrolling interests — — — — — — — (27,760) (27,760) Adjustment to noncontrolling interests in the OP — — — — 5 — 5 (5) — Balances at December 31, 2018 38,390 $ 959,750 27,362,101 $ 274 $ 736,131 $ 69,207 $ 1,765,362 $ 218,091 $ 1,983,453 See accompanying notes. 47


  • Page 48

    Table of Contents PS BUSINESS PARKS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) ​ ​ For The Years Ended December 31, 2018 2017 2016 Cash flows from operating activities Net income $ 271,901 $ 179,316 $ 144,984 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization expense 99,242 94,270 99,486 Tenant improvement reimbursements, net of lease incentives (2,226) (2,183) (1,666) Equity in loss of unconsolidated joint venture — 805 — Gain on sale of real estate facilities and development rights (93,484) (7,574) — Stock compensation 4,174 4,777 10,913 Amortization of financing costs 537 475 523 Other, net (3,991) 1,728 (3,733) Total adjustments 4,252 92,298 105,523 Net cash provided by operating activities 276,153 271,614 250,507 Cash flows from investing activities Capital expenditures to real estate facilities (38,663) (50,219) (31,877) Capital expenditures to land and building held for development (1,183) (1,549) (49) Investment in and advances to unconsolidated joint venture — (34,513) (40,454) Acquisition of real estate facilities (142,399) — (12,628) Proceeds from sale of real estate facilities 145,097 2,144 — Proceeds from sale of development rights — 4,900 — Consolidation of joint venture 1,082 — — Net cash used in investing activities (36,066) (79,237) (85,008) Cash flows from financing activities Borrowings on credit facility 50,000 250,000 116,000 Repayment of borrowings on credit facility (50,000) (250,000) (116,000) Repayment of mortgage note payable — — (250,000) Payment of financing costs (307) (858) — Proceeds from the exercise of stock options 3,010 4,218 3,888 Cash paid for taxes in lieu of shares upon vesting of restricted stock units (4,981) (3,865) (1,940) Redemption of preferred stock (130,000) (450,000) — Net proceeds from the issuance of preferred stock — 415,779 183,316 Cash paid to restricted stock unit holders (1,142) (761) (569) Distributions paid to preferred shareholders (52,573) (52,180) (57,276) Distributions paid to common shareholders (103,837) (92,531) (81,285) Distributions paid to noncontrolling interests—common units (27,760) (24,838) (21,916) Net cash used in financing activities (317,590) (205,036) (225,782) Net decrease in cash and cash equivalents (77,503) (12,659) (60,283) Cash, cash equivalents and restricted cash at the beginning of the period 115,970 128,629 188,912 Cash, cash equivalents and restricted cash at the end of the period $ 38,467 $ 115,970 $ 128,629 Supplemental disclosures Interest paid $ 40 $ 1,188 $ 7,395 ​ See accompanying notes. 48


  • Page 49

    Table of Contents PS BUSINESS PARKS, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Amounts in thousands) ​ For The Years Ended December 31, 2018 2017 2016 Supplemental schedule of non-cash investing and financing activities Adjustment to noncontrolling interests—common units in OP Noncontrolling interests—common units $ (5) $ (271) $ 2,313 Paid-in capital $ 5 $ 271 $ (2,313) Consolidation of joint venture Land $ 21,814 $ — $ — Buildings and improvements $ 84,903 $ — $ — Other, net $ (1,787) $ — $ — Investment in and advances to unconsolidated joint venture $ (100,898) $ — $ — Noncontrolling interests—joint venture $ (4,032) $ — $ — Preferred redemption allocation Paid-in capital $ — $ 10,978 $ 7,312 Accumulated earnings (deficit) $ — $ (10,978) $ (7,312) Preferred stock called for redemption Preferred stock called for redemption and reclassified to liabilities $ — $ 130,000 $ 230,000 Preferred stock called for redemption and reclassified from equity $ — $ (130,000) $ (230,000) Accrued preferred stock distributions Accrued and other liabilities $ — $ 693 $ — Accumulated earnings (deficit) $ — $ (693) $ — Transfer to land and building held for development Land $ — $ — $ (9,676) Buildings and improvements $ — $ — $ (19,092) Accumulated depreciation $ — $ — $ 7,870 Land and building held for development $ — $ — $ 20,898 Cumulative effect of a change in accounting principle (Note 11) Paid-in capital $ — $ — $ 807 Accumulated earnings (deficit) $ — $ — $ (807) See accompanying notes. 49


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    Table of Contents PS BUSINESS PARKS, INC. NOTES TO CONSOLIDATED FINANCIAL STATEMENTS December 31, 2018 1. Organization and description of business Organization PS Business Parks, Inc. (“PSB”) was incorporated in the state of California in 1990. As ofDecember 31, 2018, PSB owned 78.9% of the common partnership units of PS Business Parks, L.P. (the “OP”). The remaining common partnership units are owned by Public Storage (“PS”). PS’s interest in the OP is referred to as the “PS OP Interests.” PSB, as the sole general partner of the OP, has full, exclusive and complete responsibility and discretion in managing and controlling the OP. PSB and its subsidiaries, including the OP and our consolidated joint venture, are collectively referred to as the “Company,” “we,” “us,” or “our.” PS would own 41.7% (or 14.5 million shares) of the outstanding shares of the Company’s common stock if it redeemed its common partnership units for common shares. Description of business The Company is a fully-integrated, self-advised and self-managed real estate investment trust (“REIT”) that owns, operates, acquires and develops commercial properties, primarily multi-tenant industrial, flex and office space. As of December 31, 2018, the Company owned and operated 28.2 million rentable square feet of commercial space in six states and held a 95.0% interest in a 395-unit multifamily apartment complex. The Company also manages for a fee 450,000 rentable square feet on behalf of PS. References to the number of properties, apartment units or square footage are unaudited and outside the scope of the Company’s independent registered public accounting firm's audit of the Company’s consolidated 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 consolidated financial statements include the accounts of PSB and its subsidiaries, including the OP and our consolidated joint venture. All significant inter-company balances and transactions have been eliminated in the consolidated financial statements. The financial statements are presented on an accrual basis in accordance with U.S. generally accepted accounting principles (“GAAP”). Consolidation and equity method of accounting We consider entities to be Variable Interest Entities (“VIEs”) when they have insufficient equity to finance their activities without additional subordinated financial support provided by other parties, or the equity holders as a group do not have a controlling financial interest. A limited partnership is also generally considered a VIE if the limited partners do not participate in operating decisions. We consolidate VIEs when we are the primary beneficiary, generally defined as having (i) the power to direct the activities most significantly impacting economic performance and (ii) either the obligation to absorb losses or the right to receive benefits from the VIE. We account for investments in entities that are not VIEs that we have significant influence over, but do not control, using the equity method of accounting and for investment in entities that we control, we consolidate. Prior to January 1, 2018, we had an interest in a joint venture engaged in the development and operation of residential real estate, which we accounted for using the equity method of accounting. On January 1, 2018, we began to consolidate the joint venture in our consolidated financial statements, due to changes to the joint venture agreement that gave the Company control of the joint venture. See Note 4 for more information on this entity. PS, the sole limited partner in the OP, has no power to direct the activities of the OP. We are the primary beneficiary of the OP. Accordingly, we consider the OP a VIE and consolidate it. Substantially all of our assets and liabilities are held by the OP. 50

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