Extra Space Storage Inc. - Quarter Report: 2010 September (Form 10-Q)

Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

FORM 10-Q

 

(Mark One)

 

x                QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2010

 

or

 

o                   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: 001-32269

 

EXTRA SPACE STORAGE INC.

(Exact name of registrant as specified in its charter)

 

 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of principal executive offices)

 

Registrant’s telephone number, including area code:  (801) 562-5556

 

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 x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x No o

 

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

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes  o  No  x

 

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of October 29, 2010 was 87,546,587.

 

 

Table of Contents

 

EXTRA SPACE STORAGE INC.

 

TABLE OF CONTENTS

 

STATEMENT ON FORWARD-LOOKING INFORMATION	3
PART I. FINANCIAL INFORMATION	4
ITEM 1. FINANCIAL STATEMENTS	4
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)	9
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	31
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	42
ITEM 4. CONTROLS AND PROCEDURES	43
PART II. OTHER INFORMATION	43
ITEM 1. LEGAL PROCEEDINGS	43
ITEM 1A. RISK FACTORS	43
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	44
ITEM 3. DEFAULTS UPON SENIOR SECURITIES	44
ITEM 4. REMOVED AND RESERVED	44
ITEM 5. OTHER INFORMATION	44
ITEM 6. EXHIBITS	44
SIGNATURES	45

 

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STATEMENT ON FORWARD-LOOKING INFORMATION

 

Certain information set forth in this report contains “forward-looking statements” within the meaning of the federal securities laws. Forward-looking statements include statements concerning our plans, objectives, goals, strategies, future events, future revenues or performance, capital expenditures, financing needs, plans or intentions relating to acquisitions and other information that is not historical information. In some cases, forward-looking statements can be identified by terminology such as “believes,” “expects,” “estimates,” “may,” “will,” “should,” “anticipates,” or “intends” or the negative of such terms or other comparable terminology, or by discussions of strategy. We may also make additional forward-looking statements from time to time. All such subsequent forward-looking statements, whether written or oral, by us or on our behalf, are also expressly qualified by these cautionary statements.

 

All forward-looking statements, including without limitation, management’s examination of historical operating trends and estimate of future earnings, are based upon our current expectations and various assumptions. Our expectations, beliefs and projections are expressed in good faith and we believe there is a reasonable basis for them, but there can be no assurance that management’s expectations, beliefs and projections will result or be achieved. All forward-looking statements apply only as of the date made. We undertake no obligation to publicly update or revise forward-looking statements which may be made to reflect events or circumstances after the date made or to reflect the occurrence of unanticipated events.

 

There are a number of risks and uncertainties that could cause our actual results to differ materially from the forward-looking statements contained in or contemplated by this report. Any forward-looking statements should be considered in light of the risks referenced in “Part II. Item 1A. Risk Factors” below and in “Part I. Item 1A. Risk Factors” included in our most recent Annual Report on Form 10-K. Such factors include, but are not limited to:

 

·                  adverse changes in general economic conditions, the real estate industry and the markets in which we operate;

 

·                  the effect of competition from new self-storage facilities or other storage alternatives, which could cause rents and occupancy rates to decline;

 

·                  difficulties in our ability to evaluate, finance, complete and integrate acquisitions and developments successfully and to lease up those properties, which could adversely affect our profitability;

 

·                  potential liability for uninsured losses and environmental contamination;

 

·                  the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing real estate investment trusts (“REITS”), which could increase our expenses and reduce our cash available for distribution;

 

·                  disruptions in credit and financial markets and resulting difficulties in raising capital at reasonable rates or at all, which could impede our ability to grow;

 

·                  increased interest rates and operating costs;

 

·                  reductions in asset valuations and related impairment charges;

 

·                  delays in the development and construction process, which could adversely affect our profitability;

 

·                  the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives;

 

·                  the failure to maintain our REIT status for federal income tax purposes;

 

·                  economic uncertainty due to the impact of war or terrorism, which could adversely affect our business plan; and

 

·                  difficulties in our ability to attract and retain qualified personnel and management members.

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Extra Space Storage Inc.

Condensed Consolidated Balance Sheets

(amounts in thousands, except share data)

 

		September 30, 2010			December 31, 2009
		(unaudited)
Assets:
Real estate assets:
Net operating real estate assets		$	1,873,161		$	2,015,432
Real estate under development		29,537			34,427
Net real estate assets		1,902,698			2,049,859
Investments in real estate ventures		144,121			130,449
Cash and cash equivalents		21,798			131,950
Restricted cash		32,893			39,208
Receivables from related parties and affiliated real estate joint ventures		24,593			5,114
Other assets, net		49,047			50,976
Total assets		$	2,175,150		$	2,407,556
Liabilities, Noncontrolling Interests and Equity:
Notes payable		$	851,812		$	1,099,593
Notes payable to trusts		119,590			119,590
Exchangeable senior notes		87,663			87,663
Discount on exchangeable senior notes		(2,633		)	(3,869		)
Lines of credit		115,000			100,000
Accounts payable and accrued expenses		37,445			33,386
Other liabilities		32,241			24,974
Total liabilities		1,241,118			1,461,337
Commitments and contingencies
Equity:
Extra Space Storage Inc. stockholders’ equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value, 300,000,000 shares authorized, 87,545,312 and 86,721,841 shares issued and outstanding at September 30, 2010 and December 31, 2009, respectively		875			867
Paid-in capital		1,146,903			1,138,243
Accumulated other comprehensive deficit		(8,530		)	(1,056		)
Accumulated deficit		(262,666		)	(253,875		)
Total Extra Space Storage Inc. stockholders’ equity		876,582			884,179
Noncontrolling interest represented by Preferred Operating Partnership units, net of $100,000 note receivable		29,701			29,886
Noncontrolling interests in Operating Partnership		26,608			31,381
Other noncontrolling interests		1,141			773
Total noncontrolling interests and equity		934,032			946,219
Total liabilities, noncontrolling interests and equity		$	2,175,150		$	2,407,556

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.

Condensed Consolidated Statements of Operations

(amounts in thousands, except share data)

(unaudited)

 

		Three months ended September 30,						Nine months ended September 30,
		2010			2009			2010			2009
Revenues:
Property rental		$	59,332		$	60,380		$	172,261		$	178,494
Management and franchise fees		5,851			5,191			17,056			15,685
Tenant reinsurance		6,796			5,542			19,026			15,246
Total revenues		71,979			71,113			208,343			209,425
Expenses:
Property operations		21,334			23,022			64,231			67,456
Tenant reinsurance		1,736			1,264			4,416			3,996
Unrecovered development and acquisition costs		211			22			423			18,905
Loss on sublease		2,000			—			2,000			—
Severance costs		—			—			—			1,400
General and administrative		10,618			9,791			32,903			30,994
Depreciation and amortization		12,519			13,797			37,140			39,160
Total expenses		48,418			47,896			141,113			161,911
Income from operations		23,561			23,217			67,230			47,514
Interest expense		(15,702		)	(17,697		)	(49,209		)	(49,308		)
Non-cash interest expense related to amortization of discount on exchangeable senior notes		(416		)	(430		)	(1,236		)	(1,834		)
Interest income		178			245			714			1,098
Interest income on note receivable from Preferred Operating Partnership unit holder		1,213			1,213			3,638			3,638
Gain on repurchase of exchangeable senior notes		—			—			—			27,576
Income before equity in earnings of real estate ventures and income tax expense		8,834			6,548			21,137			28,684
Equity in earnings of real estate ventures		1,736			1,752			4,796			5,288
Income tax expense		(1,088		)	(726		)	(3,347		)	(2,317		)
Net income		9,482			7,574			22,586			31,655
Net income allocated to Preferred Operating Partnership noncontrolling interests		(1,524		)	(1,506		)	(4,510		)	(4,681		)
Net income allocated to Operating Partnership and other noncontrolling interests		(291		)	(101		)	(661		)	(929		)
Net income attributable to common stockholders		$	7,667		$	5,967		$	17,415		$	26,045
Net income per common share
Basic		$	0.09		$	0.07		$	0.20		$	0.30
Diluted		$	0.09		$	0.07		$	0.20		$	0.30
Weighted average number of shares
Basic		87,484,731			86,437,877			87,244,161			86,260,442
Diluted		92,189,852			91,548,984			91,969,869			91,321,503
Cash dividends paid per common share		$	0.10		$	—		$	0.30		$	0.25

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.

Condensed Consolidated Statement of Equity

(amounts in thousands, except share data)

(unaudited)

 

		Noncontrolling Interests									Extra Space Storage Inc. Stockholders’ Equity
																			Accumulated
		Preferred Operating			Operating											Paid-in			Other Comprehensive			Accumulated			Total
		Partnership			Partnership			Other			Shares		Par Value			Capital			Deficit			Deficit			Equity
Balances at December 31, 2009		$	29,886		$	31,381		$	773		86,721,841		$	867		$	1,138,243		$	(1,056	)	$	(253,875	)	$	946,219
Issuance of common stock upon the exercise of options		—			—			—			442,990		4			5,097			—			—			5,101
Restricted stock grants issued		—			—			—			442,330		4			—			—			—			4
Restricted stock grants cancelled		—			—			—			(61,849	)	—			—			—			—			—
Compensation expense related to stock-based awards		—			—			—			—		—			3,457			—			—			3,457
Deconsolidation of noncontrolling interests		—			—			104			—		—			—			—			—			104
Redemption of Operating Partnership units for cash		—			(4,116		)	—			—		—			—			—			—			(4,116		)
Investments from other noncontrolling interests		—			—			87			—		—			—			—			—			87
Purchase of noncontrolling interest		—			—			223			—		—			—			—			—			223
Comprehensive income:
Net income (loss)		4,510			707			(46		)	—		—			—			—			17,415			22,586
Change in fair value of interest rate swap		(85		)	(303		)	—			—		—			—			(7,474		)	—			(7,862		)
Total comprehensive income																									14,724
Tax effect from vesting of restricted stock grants and stock option exercises		—			—			—			—		—			995			—			—			995
Tax effect from contribution of property to Taxable REIT Subsidiary		—			—			—			—		—			(889		)	—			—			(889		)
Distributions to Operating Partnership units held by noncontrolling interests		(4,610		)	(1,061		)	—			—		—			—			—			—			(5,671		)
Dividends paid on common stock at $0.30 per share		—			—			—			—		—			—			—			(26,206		)	(26,206		)
Balances at September 30, 2010		$	29,701		$	26,608		$	1,141		87,545,312		$	875		$	1,146,903		$	(8,530	)	$	(262,666	)	$	934,032

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.

Condensed Consolidated Statements of Cash Flows

(amounts in thousands)

(unaudited)

 

		Nine months ended September 30,
		2010			2009
Cash flows from operating activities:
Net income		$	22,586		$	31,655
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization		37,140			39,160
Amortization of deferred financing costs		3,323			2,978
Non-cash interest expense related to amortization of discount on exchangeable senior notes		1,236			1,834
Gain on repurchase of exchangeable senior notes		—			(27,576		)
Compensation expense related to stock-based awards		3,457			2,952
Non-cash unrecovered development and acquisition costs		—			18,905
Loss on sublease		2,000			—
Severance costs		—			1,400
Distributions from real estate ventures in excess of earnings		4,830			4,665
Changes in operating assets and liabilities:
Receivables from related parties and affiliated real estate joint ventures		(1,237		)	(10,610		)
Other assets		(2,162		)	(3,934		)
Accounts payable and accrued expenses		2,059			4,176
Other liabilities		1,498			487
Net cash provided by operating activities		74,730			66,092
Cash flows from investing activities:
Acquisition of real estate assets		(24,648		)	(27,378		)
Development and construction of real estate assets		(28,523		)	(57,905		)
Proceeds from sale of properties to joint venture (Note 4)		15,750			4,652
Investments in real estate ventures		(9,371		)	(2,535		)
Return of investment in real estate ventures		7,432			—
Change in restricted cash		6,315			(3,395		)
Purchase of equipment and fixtures		(1,450		)	(799		)
Net cash used in investing activities		(34,495		)	(87,360		)
Cash flows from financing activities:
Repurchase of exchangeable senior notes		—			(80,853		)
Proceeds from notes payable and lines of credit		131,124			382,879
Principal payments on notes payable and lines of credit		(248,032		)	(207,981		)
Deferred financing costs		(2,674		)	(6,697		)
Investments from other noncontrolling interests		87			—
Redemption of Operating Partnership units held by noncontrolling interest		(4,116		)	(1,908		)
Net proceeds from exercise of stock options		5,101			—
Dividends paid on common stock		(26,206		)	(21,526		)
Distributions to noncontrolling interests in Operating Partnership		(5,671		)	(5,626		)
Net cash provided by (used in) financing activities		(150,387		)	58,288
Net increase (decrease) in cash and cash equivalents		(110,152		)	37,020
Cash and cash equivalents, beginning of the period		131,950			63,972
Cash and cash equivalents, end of the period		$	21,798		$	100,992

 

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Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows
(amounts in thousands)
(unaudited)

 

		Nine months ended September 30,
		2010			2009
Supplemental schedule of cash flow information
Interest paid, net of amounts capitalized		$	45,593		$	46,006
Supplemental schedule of noncash investing and financing activities:
Deconsolidation of joint ventures due to application of Accounting Standards Codification 810:
Real estate assets, net		$	(42,739	)	$	—
Investments in real estate ventures		404			—
Receivables from related parties and affiliated real estate joint ventures		21,142			—
Other assets and other liabilities		(51		)	—
Notes payable		21,348			—
Other noncontrolling interests		(104		)	—
Conversion of Operating Partnership units held by noncontrolling interests for common stock		$	—		$	1,003
Acquisitions of real estate assets
Real estate assets, net		$	6,475		$	—
Notes payable		(6,475		)	—

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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EXTRA SPACE STORAGE INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (unaudited)

Amounts in thousands, except property and share data

 

1.     ORGANIZATION

 

Extra Space Storage Inc. (the “Company”) is a self-administered and self-managed real estate investment trust (“REIT”), formed as a Maryland corporation on April 30, 2004 to own, operate, manage, acquire, develop and redevelop professionally managed self-storage facilities located throughout the United States. The Company continues the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. The Company’s interest in its properties is held through its operating partnership, Extra Space Storage LP (the “Operating Partnership”), which was formed on May 5, 2004. The Company’s primary assets are general partner and limited partner interests in the Operating Partnership. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT. The Company has elected to be taxed as a REIT under the Internal Revenue Code of 1986, as amended.  To the extent the Company continues to qualify as a REIT, it will not be subject to tax, with certain limited exceptions, on the taxable income that is distributed to its stockholders.

 

The Company invests in self-storage facilities by acquiring or developing wholly-owned facilities or by acquiring an equity interest in real estate entities.  At September 30, 2010, the Company had direct and indirect equity interests in 652 operating storage facilities.  In addition, the Company managed 157 properties for franchisees and third parties, bringing the total number of operating properties which it owns and/or manages to 809 located in 34 states and Washington, D.C.

 

The Company operates in three distinct segments: (1) property management, acquisition and development; (2) rental operations; and (3) tenant reinsurance. The Company’s property management, acquisition and development activities include managing, acquiring, developing and selling self-storage facilities. On June 2, 2009, the Company announced the wind-down of its development activities.  As of September 30, 2010, there were six development projects in process that the Company expects to complete by the end of the second quarter of 2011. The rental operations activities include rental operations of self-storage facilities. No single tenant accounts for more than 5% of rental income.  Tenant reinsurance activities include the reinsurance of risks relating to the loss of goods stored by tenants in the Company’s self storage facilities.

 

2.     BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of the Company are presented on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they may not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (including normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2010 are not necessarily indicative of results that may be expected for the year ended December 31, 2010. The Condensed Consolidated Balance Sheet as of December 31, 2009 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2009 as filed with the Securities and Exchange Commission (“SEC”).

 

Recently Issued Accounting Standards

 

In June 2009, the Financial Accounting Standards Board (“FASB”) issued changes to Accounting Standards Codification (“ASC”) 810, “Consolidation,”  which amended guidance for determining whether an entity is a variable interest entity (“VIE”), and requires the performance of a qualitative rather than a quantitative analysis to determine the primary beneficiary of a VIE. Under this guidance, an entity would be required to consolidate a VIE if it has (i) the power to direct the activities that most significantly impact the entity’s economic performance and (ii) the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE.  This guidance became effective for the first annual reporting period that began after November 15, 2009, with early adoption prohibited.  The Company adopted this guidance effective January 1, 2010 and reviewed the terms for all joint ventures in relation to the new guidance.  As a result of this analysis, the Company determined that five joint ventures that were consolidated under the previous accounting guidance should be deconsolidated as of January 1, 2010.  The assets and liabilities associated with these joint ventures were removed from the Company’s financial statements and the Company’s investments in these joint ventures were recorded under the equity method of accounting during the three and nine months ended September 30, 2010.

 

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Reclassifications

 

Certain amounts in the 2009 financial statements and supporting note disclosures have been reclassified to conform to the current year presentation. Such reclassifications did not impact previously reported net income or accumulated deficit.

 

Fair Value Disclosures

 

Assets and Liabilities Measured at Fair Value on a Recurring Basis

 

The following table provides information for each major category of assets and liabilities that are measured at fair value on a recurring basis:

 

					Fair Value Measurements at Reporting Date Using
Description		September 30, 2010			Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Other liabilities - Swap Agreement 1		$	(2,351	)	$	—		$	(2,351	)	$	—
Other liabilities - Swap Agreement 2		(1,909		)	—			(1,909		)	—
Other liabilities - Swap Agreement 3		(957		)	—			(957		)	—
Other liabilities - Swap Agreement 4		(679		)	—			(679		)	—
Other liabilities - Swap Agreement 5		(1,063		)	—			(1,063		)	—
Other liabilities - Swap Agreement 6		(2,014		)	—			(2,014		)	—
Total		$	(8,973	)	$	—		$	(8,973	)	$	—

 

The fair value of our derivatives is based on quoted market prices of similar instruments from various banking institutions or an independent third party provider for similar instruments. In determining the fair value, we consider our non-performance risk and that of our counterparties.

 

The Company did not have any significant assets or liabilities that are re-measured on a recurring basis using significant unobservable inputs (Level 3) for the three and nine months ended September 30, 2010.

 

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis

 

Long-lived assets held for use are evaluated for impairment when events or circumstances indicate there may be impairment.  The Company reviews each self-storage facility at least annually to determine if any such events or circumstances have occurred or exist.  The Company focuses on facilities where occupancy and/or rental income have decreased by a significant amount.  For these facilities, the Company determines whether the decrease is temporary or permanent and whether the facility will likely recover the lost occupancy and/or revenue in the short term.  In addition, the Company carefully reviews facilities in the lease-up stage and compares actual operating results to original projections.

 

When the Company determines that an event that may indicate impairment has occurred, the Company compares the carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets.  An impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows attributable to the assets.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the assets.

 

When real estate assets are identified by management as held for sale, the Company discontinues depreciating the assets and estimates the fair value of the assets, net of selling costs.  If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less than the net carrying value of the assets, then a valuation allowance is established.  The operations of assets held for sale or sold during the period are generally presented as discontinued operations for all periods presented.

 

The Company assesses whether there are any indicators that the value of its investments in unconsolidated real estate ventures may be impaired annually and when events or circumstances indicate there may be impairment.  An investment is impaired if the Company’s estimate of the fair value of the investment is less than its carrying value.  To the extent impairment has occurred, and is considered to be other-than-temporary, the loss is measured as the excess of the carrying amount over the fair value of the investment.

 

The Company treats property acquisitions as businesses and records the related assets and liabilities at their fair values as of the acquisition date.  Acquisition-related transaction costs are expensed as incurred. Intangible assets, which represent the value of existing tenant relationships, are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the Company’s historical experience with turnover in its facilities. Debt assumed as part of an acquisition is recorded at fair value based on current interest rates compared to contractual rates.

 

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On June 2, 2009, the Company announced the wind-down of its development activities.  As a result of this decision, the Company reviewed its properties under construction, unimproved land and its investments in development joint ventures for potential impairments.  This review included the preparation of updated models based on current market conditions, obtaining appraisals and reviewing recent sales and list prices of undeveloped land and mature self storage facilities.  Based on this review, the Company identified certain assets as being impaired.  The impairments relating to long lived assets where the Company intends to complete the development and hold the assets are the result of the estimated future undiscounted cash flows being less than the current carrying value of the assets.  The Company compared the carrying value of certain undeveloped land and seven vacant condominiums that the Company intends to sell to the fair value of similar undeveloped land and condominiums.  For the assets that the Company intends to sell, where the current estimated fair market value less costs to sell was below the carrying value, the Company reduced the carrying value of the assets to the current fair market value less selling costs and recorded an impairment charge.  These assets are classified as held for sale.  The impairments relating to investments in development joint ventures are the result of the Company comparing the estimated current fair value to the carrying value of the investment.  For those investments in development joint ventures where the current estimated fair market value was below the carrying value, the Company reduced the investment to the current fair market value through an impairment charge.  Losses relating to changes in fair value have been included in unrecovered development and acquisition costs on the Company’s condensed consolidated statements of operations.

 

Fair Value of Financial Instruments

 

The carrying values of cash and cash equivalents, restricted cash, receivables, other financial instruments included in other assets, accounts payable and accrued expenses, variable rate notes payable and notes payable to trusts, lines of credit and other liabilities reflected in the condensed consolidated balance sheets at September 30, 2010 and December 31, 2009 approximate fair value. The fair values of the Company’s notes receivable and fixed rate notes payable and notes payable to trusts are as follows:

 

		September 30, 2010						December 31, 2009
		Fair			Carrying			Fair			Carrying
		Value			Value			Value			Value
Note receivable from Preferred Operating Partnership unit holder		$	117,782		$	100,000		$	112,740		$	100,000
Fixed rate notes payable and notes payable to trusts		$	733,423		$	677,678		$	1,067,653		$	1,015,063
Exchangeable senior notes		$	122,918		$	87,663		$	110,122		$	87,663

 

3.     NET INCOME PER COMMON SHARE

 

Basic net income per common share is computed by dividing net income by the weighted average common shares outstanding including unvested share based payment awards that contain a non-forfeitable right to dividends or dividend equivalents. Diluted net income per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average number of basic shares and the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued and is calculated using either the treasury stock or if-converted method. Potential common shares are securities (such as options, warrants, convertible debt, exchangeable Series A Participating Redeemable Preferred Operating Partnership units (“Preferred OP units”) and exchangeable Operating Partnership units (“OP units”)) that do not have a current right to participate in earnings but could do so in the future by virtue of their option or conversion right. In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per share, only potential common shares that are dilutive, those which reduce earnings per share, are included.

 

The Company’s Operating Partnership has $87,663 of exchangeable senior notes issued and outstanding as of September 30, 2010 that also can potentially have a dilutive effect on its earnings per share calculations. The exchangeable senior notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the exchangeable senior notes. The exchangeable senior notes are not exchangeable unless the price of the Company’s common stock is greater than or equal to 130% of the applicable exchange price for a specified period during a quarter, or unless certain other events occur. The exchange price was $23.45 per share at September 30, 2010, and could change over time as described in the indenture. The price of the Company’s common stock did not exceed 130% of the exchange price for the specified period of time during the third quarter of 2010; therefore holders of the exchangeable senior notes may not elect to convert them during the fourth quarter of 2010.

 

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The Company has irrevocably agreed to pay only cash for the accreted principal amount of the exchangeable senior notes relative to its exchange obligations, but has retained the right to satisfy the exchange obligations in excess of the accreted principal amount in cash and/or common stock. Though the Company has retained that right, ASC 260, “Earnings per Share,” requires an assumption that shares will be used to pay the exchange obligations in excess of the accreted principal amount, and requires that those shares be included in the Company’s calculation of weighted average common shares outstanding for the diluted earnings per share computation. No shares were included in the computations for the three and nine months ended September 30, 2010 or 2009 because there was no excess over the accreted principal for these periods.

 

For the purposes of computing the diluted impact on earnings per share of the potential conversion of Preferred OP units into common shares, where the Company has the option to redeem in cash or shares and where the Company has stated the positive intent and ability to settle at least $115,000 of the instrument in cash (or net settle a portion of the Preferred OP units against the related outstanding note receivable), only the amount of the instrument in excess of $115,000 is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC 260-10-45-46.

 

For the three months ended September 30, 2010 and 2009, options to purchase 1,161,799 and 4,458,370 shares of common stock and for the nine months ended September 30, 2010 and 2009, options to purchase 2,187,449 and 5,237,237 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive.  All restricted stock grants have been included in basic and diluted shares outstanding because such shares earn a non-forfeitable dividend and carry voting rights.

 

The computation of net income per common share is as follows:

 

		Three months ended September 30,						Nine months ended September 30,
		2010			2009			2010			2009
Net income attributable to common stockholders		$	7,667		$	5,967		$	17,415		$	26,045
Add: Income allocated to noncontrolling interest - Preferred Operating Partnership and Operating Partnership		1,827			1,777			5,217			6,250
Subtract: Fixed component of income allocated to noncontrolling interest - Preferred Operating Partnership		(1,438		)	(1,438		)	(4,313		)	(4,313		)
Net income for diluted computations		$	8,056		$	6,306		$	18,319		$	27,982
Weighted average common shares outstanding:
Average number of common shares outstanding - basic		87,484,731			86,437,877			87,244,161			86,260,442
Operating Partnership units		3,356,963			3,917,941			3,356,963			3,917,941
Preferred Operating Partnership units		989,980			989,980			989,980			989,980
Dilutive and cancelled stock options		358,178			203,186			378,765			153,140
Average number of common shares outstanding - diluted		92,189,852			91,548,984			91,969,869			91,321,503
Net income per common share
Basic		$	0.09		$	0.07		$	0.20		$	0.30
Diluted		$	0.09		$	0.07		$	0.20		$	0.30

 

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4.     REAL ESTATE ASSETS

 

The components of real estate assets are summarized as follows:

 

		September 30, 2010			December 31, 2009
Land - operating		$	476,355		$	501,674
Land - development		24,284			32,635
Buildings and improvements		1,585,480			1,675,340
Intangible assets - tenant relationships		31,214			33,463
Intangible lease rights		6,150			6,150
		2,123,483			2,249,262
Less: accumulated depreciation and amortization		(250,322		)	(233,830		)
Net operating real estate assets		1,873,161			2,015,432
Real estate under development		29,537			34,427
Net real estate assets		$	1,902,698		$	2,049,859
Real estate assets held for sale included in net real estate assets		$	11,275		$	11,275

 

Real estate assets held for sale include five parcels of vacant land and seven vacant condominiums.

 

On January 21, 2010, the Company entered into a joint venture with Harrison Street Real Estate Capital, LLC (“Harrison Street”).  Harrison Street contributed $15,750 in cash to the joint venture in return for a 50% ownership interest.  The Company contributed 19 wholly-owned properties with a fair market value of approximately $132,000 and received $15,750 in cash and a 50% ownership interest in the joint venture.  There was no step up in basis for the 50% ownership retained by the Company.  The joint venture assumed $101,000 of existing debt which is secured by the properties. The properties are located in California, Florida, Nevada, Ohio, Pennsylvania, Tennessee, Texas and Virginia.  The Company deconsolidated the 19 properties as of the acquisition date and will continue to manage the properties in exchange for a management fee.

 

The transaction met all of the criteria for sale accounting and profit recognition under the partial sale criteria of ASC 360-40, “Real Estate Sales,” except for a provision in the agreement that was deemed to be a seller “guarantee.”  Accordingly, the Company was required to assess the substance of the transaction to determine, first whether it was a sale, and second, whether there could be any partial profit recognition.  Based on its review of the terms of the arrangement and a review of the property operating projections, the Company concluded that the transaction qualified as a sale and could potentially qualify for some profit recognition under the cost recovery or installment methods; however, because there are preferences on cash distributions, the Company can only recognize profit to the extent that the $15,750 invested by Harrison Street exceeded 100% of the Company’s basis.  Since the Company’s basis was in excess of the $15,750, there was no profit recognition even though the transaction qualified for sale accounting.   The Company recorded the deferred gain of $3,951 as a reduction of its investment in the joint venture with Harrison Street.  The Company applied the guidance under ASC 810 and concluded that the joint venture with Harrison Street should be accounted for under the equity method of accounting.

 

5.     PROPERTY ACQUISITIONS

 

The following table summarizes the Company’s acquisitions of operating properties for the nine months ended September 30, 2010, and does not include purchases of raw land or improvements made to existing assets:

 

						Consideration Paid												Acquisition Date Fair Value
															Net
Property Location		Number of Properties		Date of Acquisition		Total Paid			Cash Paid			Loan Assumed			Liabilities (Assets) Assumed			Land			Building			Intangible			Closing costs -  expensed			Source of Acquisition
New York		1		5/21/2010		$	9,629		$	3,231		$	6,475		$	(77	)	$	2,802		$	6,536		$	220		$	71		Unrelated third party
Georgia		3		6/17/2010		7,661			7,551			—			110			2,769			4,487			318			87			Unrelated third party
Florida		1		7/15/2010		2,787			2,759			—			28			625			2,133			19			10			Unrelated third party
Alabama		2		8/23/2010		2,593			2,534			—			59			416			2,033			140			4			Unrelated third party

 

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The Company treats property acquisitions as businesses and records the related assets and liabilities at their fair values as of the acquisition date.  Acquisition-related transaction costs are expensed as incurred.

 

6.     INVESTMENTS IN REAL ESTATE VENTURES

 

Investments in real estate ventures consisted of the following:

 

		Equity		Excess Profit		Investment balance at
		Ownership %		Participation %		September 30, 2010		December 31, 2009
Extra Space West One LLC (“ESW”)		5%		40%		$1,198		$1,175
Extra Space West Two LLC (“ESW II”)		5%		40%		4,645		4,749
Extra Space Northern Properties Six LLC (“ESNPS”)		10%		35%		1,184		1,388
Extra Space of Santa Monica LLC (“ESSM”)		48%		48%		2,919		2,419
Clarendon Storage Associates Limited Partnership (“Clarendon”)		50%		50%		3,210		3,245
HSRE-ESP IA, LLC (“HSRE”)		50%		50%		12,691		—
PRISA Self Storage LLC (“PRISA”)		2%		17%		11,510		11,907
PRISA II Self Storage LLC (“PRISA II”)		2%		17%		9,912		10,239
PRISA III Self Storage LLC (“PRISA III”)		5%		20%		3,643		3,793
VRS Self Storage LLC (“VRS”)		45%		54%		44,824		45,579
WCOT Self Storage LLC (“WCOT”)		5%		20%		4,849		4,983
Storage Portfolio I LLC (“SP I”)		25%		25-40%		15,095		16,049
Storage Portfolio Bravo II (“SPB II”)		20%		20-45%		14,828		15,104
Extra Space Joint Ventures with Everest Real Estate Fund (“Everest”)		10-58%		35-50%		5,517		1,558
U-Storage de Mexico S.A. and related entities (“U-Storage”)		40%		40%		6,140		6,166
Other minority owned properties		10-70%		10-50%		1,956		2,095
						$144,121		$130,449

 

In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested capital. To the extent that cash/profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash/profits than its equity interest.

 

In accordance with ASC 810, the Company reviews all of its joint venture relationships quarterly to ensure that there are no entities that require consolidation.  As of September 30, 2010, there were no previously unconsolidated entities that were required to be consolidated as a result of this review.

 

On June 15, 2010, the Company paid $193 to obtain an additional 7.2% percentage interest in ESSM, increasing the Company’s interest in the venture from 41.0% to 48.2%.

 

On June 28, 2010, the Company contributed $6,660 to ESW as a result of a capital call related to the joint venture’s repayment of its $16,650 loan.  On August 25, 2010, ESW closed on a new loan and on August 30, 2010, ESW returned $6,660 of investment capital to the Company.

 

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