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 June 30, 2008

 

 

 

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)

 

Maryland

 

20-1076777

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

 

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

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o (Do not check if a smaller reporting company)

 

Smaller reporting company o

 

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 July 31, 2008 was 81,934,076.

 

 

 



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

9

 

 

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

24

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

36

 

 

ITEM 4. CONTROLS AND PROCEDURES

36

 

 

PART II. OTHER INFORMATION

36

 

 

ITEM 1. LEGAL PROCEEDINGS

36

 

 

ITEM 1A. RISK FACTORS

37

 

 

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

37

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

37

 

 

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

38

 

 

ITEM 5. OTHER INFORMATION

38

 

 

ITEM 6. EXHIBITS

38

 

 

SIGNATURES

39

 

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Table of Contents

 

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:

 

·                  changes in general economic conditions and in 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;

 

·                  potential liability for uninsured losses and environmental contamination;

 

·                  difficulties in our ability to evaluate, finance and integrate acquired and developed properties into our existing operations and to lease up those properties, which could adversely affect our profitability;

 

·                  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, or REITs, which could increase our expenses and reduce our cash available for distribution;

 

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

 

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

 

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

 

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PART I. FINANCIAL INFORMATION

 

ITEM 1. FINANCIAL STATEMENTS

 

Extra Space Storage Inc.

Condensed Consolidated Balance Sheets
(in thousands, except share data)

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

(unaudited)

 

 

 

Assets:

 

 

 

 

 

Real estate assets:

 

 

 

 

 

Net operating real estate assets

 

$

1,811,327

 

$

1,791,377

 

Real estate under development

 

74,127

 

49,945

 

Net real estate assets

 

1,885,454

 

1,841,322

 

 

 

 

 

 

 

Investments in real estate ventures

 

95,819

 

95,169

 

Cash and cash equivalents

 

185,837

 

17,377

 

Investments available for sale

 

 

21,812

 

Restricted cash

 

37,152

 

34,449

 

Receivables from related parties and affiliated real estate joint ventures

 

9,238

 

7,386

 

Other assets, net

 

35,777

 

36,560

 

Total assets

 

$

2,249,277

 

$

2,054,075

 

 

 

 

 

 

 

Liabilities, Minority Interests, and Stockholders’ Equity:

 

 

 

 

 

Notes payable

 

$

931,081

 

$

950,181

 

Notes payable to trusts

 

119,590

 

119,590

 

Exchangeable senior notes

 

250,000

 

250,000

 

Line of credit

 

 

 

Accounts payable and accrued expenses

 

33,609

 

31,346

 

Other liabilities

 

19,087

 

18,055

 

Total liabilities

 

1,353,367

 

1,369,172

 

 

 

 

 

 

 

Minority interest represented by Preferred Operating Partnership units, net of $100,000 note receivable

 

29,204

 

30,041

 

Minority interest in Operating Partnership and other minority interests

 

31,238

 

34,941

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

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, 81,934,549 and 65,784,274 shares issued and outstanding at June 30, 2008 and December 31, 2007, respectively

 

819

 

658

 

Paid-in capital

 

1,061,484

 

826,026

 

Other comprehensive deficit

 

 

(1,415

)

Accumulated deficit

 

(226,835

)

(205,348

)

Total stockholders’ equity

 

835,468

 

619,921

 

Total liabilities, minority interests, and stockholders’ equity

 

$

2,249,277

 

$

2,054,075

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(unaudited)

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Property rental

 

$

57,885

 

$

48,392

 

$

114,909

 

$

94,623

 

Management and franchise fees

 

5,343

 

5,143

 

10,420

 

10,351

 

Tenant reinsurance

 

3,980

 

2,688

 

7,458

 

4,831

 

Other income

 

128

 

327

 

256

 

521

 

Total revenues

 

67,336

 

56,550

 

133,043

 

110,326

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operations

 

20,863

 

17,352

 

41,504

 

34,248

 

Tenant reinsurance

 

1,370

 

1,217

 

2,532

 

2,190

 

Unrecovered development and acquisition costs

 

1,428

 

159

 

1,592

 

409

 

General and administrative

 

10,070

 

8,968

 

20,249

 

18,208

 

Depreciation and amortization

 

11,697

 

9,123

 

23,278

 

17,919

 

Total expenses

 

45,428

 

36,819

 

89,155

 

72,974

 

 

 

 

 

 

 

 

 

 

 

Income before interest, equity in earnings of real estate ventures, loss on investments available for sale and minority interests

 

21,908

 

19,731

 

43,888

 

37,352

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(15,962

)

(15,437

)

(32,316

)

(28,833

)

Interest income

 

870

 

3,668

 

1,295

 

5,116

 

Interest income on note receivable from Preferred Unit holder

 

1,212

 

 

2,425

 

 

Equity in earnings of real estate ventures

 

1,373

 

1,192

 

2,595

 

2,389

 

Loss on sale of investments available for sale

 

 

 

(1,415

)

 

Minority interest - Operating Partnership

 

(617

)

(515

)

(1,127

)

(899

)

Minority interests - other

 

117

 

56

 

256

 

40

 

Net income

 

$

8,901

 

$

8,695

 

$

15,601

 

$

15,165

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

$

0.13

 

$

0.22

 

$

0.24

 

Diluted

 

$

0.12

 

$

0.13

 

$

0.22

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

 

 

Basic

 

73,420,540

 

64,439,138

 

69,554,139

 

64,356,827

 

Diluted

 

79,092,783

 

69,248,845

 

75,166,645

 

69,214,313

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

0.25

 

$

0.23

 

$

0.50

 

$

0.46

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.
Condensed Consolidated Statement of Stockholders’ Equity

(in thousands, except share data)
(unaudited)

 

 

 

Common Stock

 

Paid-in

 

Accumulated
Other
Comprehensive

 

Accumulated

 

Total
Stockholders’

 

 

 

Shares

 

Par Value

 

Capital

 

Deficit

 

Deficit

 

Equity

 

Balances at December 31, 2007

 

65,784,274

 

$

 658

 

$

 826,026

 

$

 (1,415

)

$

 (205,348

)

$

 619,921

 

Issuance of common stock upon the exercise of options

 

67,750

 

 

872

 

 

 

872

 

Restricted stock grants issued

 

353,939

 

3

 

 

 

 

3

 

Restricted stock grants cancelled

 

(2,571

)

 

 

 

 

 

Compensation expense related to stock-based awards

 

 

 

1,984

 

 

 

1,984

 

Conversion of Contingent Conversion Shares to common stock

 

781,157

 

8

 

 

 

 

8

 

Issuance of common stock, net of offering costs

 

14,950,000

 

150

 

232,568

 

 

 

232,718

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

 

 

 

 

15,601

 

15,601

 

Loss on sale of investments available for sale

 

 

 

 

1,415

 

 

1,415

 

Total comprehensive income

 

 

 

 

 

 

 

 

 

 

 

17,016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Tax benefit from exercise of common stock options

 

 

 

34

 

 

 

34

 

Dividends paid on common stock at $0.50 per share

 

 

 

 

 

(37,088

)

(37,088

)

Balances at June 30, 2008

 

81,934,549

 

$

819

 

$

1,061,484

 

$

 

$

(226,835

)

$

835,468

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

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Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows

(in thousands)
(unaudited)

 

 

 

Six months ended June 30,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

15,601

 

$

15,165

 

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

 

 

 

 

 

Depreciation and amortization

 

23,278

 

17,919

 

Amortization of deferred financing costs

 

1,708

 

1,560

 

Loss on investments available for sale

 

1,415

 

 

Stock compensation expense

 

1,984

 

875

 

Income allocated to minority interests

 

871

 

859

 

Distributions from real estate ventures in excess of earnings

 

2,400

 

2,332

 

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables from related parties

 

(1,852

)

7,559

 

Other assets

 

(525

)

3,353

 

Accounts payable and accrued expenses

 

2,263

 

(341

)

Other liabilities

 

1,384

 

2,624

 

Net cash provided by operating activities

 

48,527

 

51,905

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of real estate assets

 

(37,017

)

(98,148

)

Development and construction of real estate assets

 

(29,532

)

(19,381

)

Proceeds from sale of real estate assets

 

340

 

 

Investments in real estate ventures

 

(3,050

)

(6,022

)

Net proceeds from (purchases of) investments available for sale

 

21,812

 

(90,331

)

Change in restricted cash

 

(2,703

)

8,754

 

Purchase of equipment and fixtures

 

(885

)

(501

)

Net cash used in investing activities

 

(51,035

)

(205,629

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exchangeable senior notes

 

 

250,000

 

Proceeds from notes payable, notes payable to trusts and line of credit

 

3,384

 

46,147

 

Principal payments on notes payable and line of credit

 

(22,965

)

(30,137

)

Deferred financing costs

 

(542

)

(6,408

)

Loan to Preferred OP unit holder

 

 

(100,000

)

Redemption of Operating Partnership units held by minority interest

 

 

(775

)

Proceeds from issuance of common shares, net

 

232,718

 

 

Net proceeds from exercise of stock options

 

872

 

1,033

 

Dividends paid on common stock

 

(37,088

)

(29,368

)

Distributions to Operating Partnership units held by minority interest

 

(5,411

)

(1,779

)

Net cash provided by financing activities

 

170,968

 

128,713

 

Net increase (decrease) in cash and cash equivalents

 

168,460

 

(25,011

)

Cash and cash equivalents, beginning of the period

 

17,377

 

70,801

 

Cash and cash equivalents, end of the period

 

$

185,837

 

$

45,790

 

 

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Six months ended June 30,

 

 

 

2008

 

2007

 

Supplemental schedule of cash flow information

 

 

 

 

 

Interest paid, net of amounts capitalized

 

$

29,678

 

$

24,931

 

 

 

 

 

 

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

Acquisitions:

 

 

 

 

 

Real estate assets

 

$

 

$

157,079

 

Notes payable

 

 

(31,010

)

Preferred Operating Partnership units

 

 

(121,733

)

Investment in real estate ventures

 

 

(502

)

Minority interest in Operating Partnership

 

 

(3,834

)

 

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 and develop 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 (the “Internal Revenue Code”). 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 June 30, 2008, the Company had direct and indirect equity interests in 610 storage facilities located in 33 states and Washington, D.C.  In addition, the Company managed 63 properties for franchisees and third parties, bringing the total number of properties which it owns and/or manages to 673.

 

The Company operates in two distinct segments: (1) property management, acquisition and development; and (2) rental operations. The Company’s property management, acquisition and development activities include managing, acquiring, developing and selling self-storage facilities. The rental operations activities include rental operations of self-storage facilities. No single tenant accounts for more than 5% of rental income.

 

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 six months ended June 30, 2008 are not necessarily indicative of results that may be expected for the year ended December 31, 2008. The Condensed Consolidated Balance Sheet as of December 31, 2007 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, 2007 as filed with the Securities and Exchange Commission (“SEC”).

 

Reclassifications

 

Certain amounts in the 2007 financial statements and supporting note disclosures have been reclassified to conform to the current year presentation.  Such reclassification did not impact previously reported net income or accumulated deficit.

 

Recently Issued Accounting Standards

 

In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement No. 157, “Fair Value Measurements” (“FAS 157”).  FAS 157 defines fair value, establishes guidelines for measuring fair value and expands disclosures regarding fair value measurements.  FAS 157 applies under other accounting pronouncements that require or permit fair value measurements, and does not require any new fair value measurements.  FAS 157 is effective for financial statements issued for fiscal years beginning after November 15, 2007 and interim periods within those fiscal years.  In February 2008, the FASB issued FASB Statement of Position No. 157-2, “Effective Date of FASB Statement No. 157” (the “FSP”).  The FSP amends FAS 157 to delay the effective date for FAS 157 for nonfinancial assets and nonfinancial liabilities, except for items that are recognized or disclosed at fair value in the financial statements on a recurring basis.  For items within that scope, the FSP defers the effective date of FAS 157 to fiscal years beginning after November 15, 2008 and interim periods within those fiscal years.  The Company adopted FAS 157 effective January 1, 2008, except as it relates to nonfinancial assets and liabilities that are not recognized or disclosed at fair value in the financial statements on a recurring basis as allowed under the FSP.

 

In February 2007, the FASB issued Statement No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities”  (“FAS 159”).  Under FAS 159, a company may elect to measure eligible financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings at each subsequent

 

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reporting date.  This statement is effective for fiscal years beginning after November 15, 2007.  The Company adopted FAS 159 effective January 1, 2008, but did not elect to measure any additional financial assets or liabilities at fair value.

 

In December 2007, the FASB issued revised Statement No. 141, “Business Combinations” (“FAS 141(R)”).  FAS 141(R) establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the assets acquired and liabilities assumed.  Generally, assets acquired and liabilities assumed in a transaction will be recorded at the acquisition-date fair value with limited exceptions.  FAS 141(R) will also change the accounting treatment and disclosure for certain specific items in a business combination.  FAS 141(R) applies proactively to business combinations for which the acquisition date is on or after the beginning of the first fiscal year beginning on or after December 15, 2008.  The Company will assess the impact of FAS 141(R) if and when future acquisitions occur.  However, the application of FAS 141(R) will result in a significant change in accounting for future acquisitions after the effective date.

 

In December 2007, the FASB issued Statement No. 160, “Noncontrolling Interests in Consolidated Financial Statements – An Amendment of ARB No. 51” (“FAS 160”).  FAS 160 establishes new accounting and reporting standards for the non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary.  FAS 160 is effective for fiscal years beginning on or after December 15, 2008.  The Company is currently evaluating the impact that FAS 160 will have on its financial statements.

 

In March 2008, the FASB issued Statement No. 161, “Disclosures about Derivative Instruments and Hedging Activities,” an amendment of FASB Statement No. 133, “Accounting for Derivative Instruments and Hedging Activities” (“FAS 161”). FAS 161 changes the disclosure requirements for derivative instruments and hedging activities. Entities are required to provide enhanced disclosures stating how and why an entity uses derivative instruments; how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and how derivative instruments and related hedged items affect an entity’s financial position, financial performance and cash flows. FAS 161 requires that objectives for using derivative instruments be disclosed in terms of underlying risk and accounting designation. FAS 161 is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008, with early application encouraged.  FAS 161 also encourages but does not require comparative disclosures for earlier periods at initial adoption. The Company is currently evaluating whether the adoption of FAS 161 will have an impact on its financial statements.

 

In December 2007, the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 110, which is effective January 1, 2008 and amends and replaces SAB No. 107, “Share-Based Payment.” SAB No. 110 expresses the views of the SEC staff regarding the use of a “simplified” method in developing an estimate of expected term of “plain vanilla” share options in accordance with SFAS No. 123(R), “Share-Based Payment.” Under the “simplified” method, the expected term is calculated as the midpoint between the vesting date and the end of the contractual term of the option. The use of the “simplified” method, which was first described in SAB No. 107, was scheduled to expire on December 31, 2007. SAB No. 110 extends the use of the “simplified” method for “plain vanilla” awards in certain situations. The SEC staff does not expect the “simplified” method to be used when sufficient information regarding exercise behavior, such as historical exercise data or exercise information from external sources, becomes available. The adoption of SAB No. 110 did not have a significant effect on the Company’s financial statements.

 

In May 2008, the FASB issued FASB Statement of Position No. APB 14-1, “Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon Conversion (Including Partial Cash Settlement)” (“FSP APB 14-1”). Under the new rules for convertible debt instruments that may be settled entirely or partially in cash upon conversion, an entity should separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s economic interest cost. The effect of the new rules for the Company’s exchangeable senior notes is that the equity component would be included in the paid-in-capital section of stockholders’ equity on the consolidated balance sheet and the value of the equity component would be treated as original issue discount for purposes of accounting for the debt component. The original issue discount would then be amortized over the period of the debt as additional interest expense.  FSP APB 14-1 will be effective for fiscal years beginning after December 15, 2008, and for interim periods within those fiscal years, with retrospective application required.  The Company is currently evaluating the impact that FSP APB 14-1 will have on its financial statements and expects to have a significant increase in interest expense as a result.

 

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:

 

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Fair Value Measurements at Reporting Date Using

 

Description

 

June 30, 2008

 

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

 

Significant Other
Observable Inputs
(Level 2)

 

Significant
Unobservable Inputs
(Level 3)

 

 

 

 

 

 

 

 

 

 

 

Notes payable associated with Swap Agreement

 

(61,770

)

 

 

(61,770

)

Other assets - Swap Agreement

 

357

 

 

 

357

 

Total

 

$

(61,413

)

$

 

$

 

$

(61,413

)

 

Following is a reconciliation of the beginning and ending balances for the Company’s investments available for sale, which were the Company’s only material assets or liabilities that are remeasured on a recurring basis using significant unobservable inputs (Level 3):

 

Balance as of December 31, 2007

 

$

21,812

 

Total gains or losses (realized/unrealized)

 

 

 

Included in earnings

 

(1,415

)

Included in other comprehensive income

 

1,415

 

Settlements received in cash

 

(21,812

)

Balance as of June 30, 2008

 

$

 

 

 

 

 

Amount of total gains or losses for the period included in earnings attributable to the change in unrealized gains or losses relating to assets still held at June 30, 2008

 

$

 

 

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.  When such an event occurs, the Company compares the carrying value of these 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 asset.  The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.  The Company has determined that no property was impaired and therefore no impairment charges were recorded during the three or six months ended June 30, 2008 or 2007.

 

When real estate assets are identified 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 presented as discontinued operations for all periods presented.  The Company did not have any properties classified as held for sale at June 30, 2008.

 

The Company assesses whether there are any indicators that the value of its investments in unconsolidated real estate ventures may be impaired when events or circumstances indicate there may be an 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.  No impairment charges were recognized for the three or six months ended June 30, 2008 or 2007.

 

There were no impaired properties or investments in unconsolidated real estate ventures or any real estate assets identified as held for sale during the three or six months ended June 30, 2008. Therefore, the Company did not make any nonrecurring fair value measurements during the period.

 

3.              NET INCOME PER SHARE

 

Basic earnings per common share is computed by dividing net income by the weighted average number of common shares outstanding, less non-vested restricted stock. Diluted earnings 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 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, Contingent Conversion Shares (“CCSs”), Contingent Conversion Units (“CCUs”), 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

 

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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, or reduce earnings per share, are included.

 

The Company’s Operating Partnership has $250,000 of exchangeable senior notes issued and outstanding 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 $23.48 per share at June 30, 2008, 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 second quarter of 2008; therefore holders of the exchangeable senior notes may not elect to convert them during the third quarter of 2008.

 

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, FASB Statement No. 128 “Earnings per Share,” (“FAS 128”) 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 computation at June 30, 2008 because there was no excess over the accreted principal for the period.

 

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 as discussed in Note 15 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 paragraph 29 of FAS 128.

 

For the three months ended June 30, 2008 and 2007, options to purchase 547,392 and 325,934 shares of common stock, and for the six months ended June 30, 2008 and 2007, options to purchase 561,600 and 204,315 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive.

 

The computation of net income per share is as follows:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net income

 

$

8,901

 

$

8,695

 

$

15,601

 

$

15,165

 

Add:

 

 

 

 

 

 

 

 

 

Income allocated to minority interest - Operating Partnership

 

617

 

515

 

1,127

 

899

 

Net income for diluted computations

 

$

9,518

 

$

9,210

 

$

16,728

 

$

16,064

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares oustanding:

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding - basic

 

73,420,540

 

64,439,138

 

69,554,139

 

64,356,827

 

Operating Partnership units

 

4,090,771

 

4,012,379

 

4,090,771

 

4,012,379

 

Preferred Operating Partnership units

 

989,980

 

49,949

 

989,980

 

25,113

 

Dilutive stock options, restricted stock and CCS/CCU conversions

 

591,492

 

747,379

 

531,755

 

819,994

 

Average number of common shares outstanding - diluted

 

79,092,783

 

69,248,845

 

75,166,645

 

69,214,313

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.12

 

$

0.13

 

$

0.22

 

$

0.24

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.12

 

$

0.13

 

$

0.22

 

$

0.23

 

 

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4.              REAL ESTATE ASSETS

 

The components of real estate assets are summarized as follows:

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

 

 

 

 

Land - operating

 

$

419,847

 

$

411,946

 

Land - development

 

63,409

 

52,678

 

Buildings and improvements

 

1,443,526

 

1,420,235

 

Intangible assets - tenant relationships

 

32,340

 

32,173

 

Intangible lease rights

 

6,150

 

6,150

 

 

 

1,965,272

 

1,923,182

 

Less: accumulated depreciation and amortization

 

(153,945

)

(131,805

)

Net operating real estate assets

 

1,811,327

 

1,791,377

 

Real estate under development

 

74,127

 

49,945

 

Net real estate assets

 

$

1,885,454

 

$

1,841,322

 

 

On June 19, 2008, the Company sold an undeveloped parcel of vacant land in Antelope, California for its book value of $340. There was no gain or loss recognized on the sale.

 

5.              PROPERTY ACQUISITIONS

 

The following table shows the Company’s acquisitions of operating properties for the six months ended June 30, 2008, and does not include purchases of raw land or improvements made to existing assets:

 

Property Location(s)

 

Number of
Properties

 

Date of
Acquisition

 

Total
Consideration

 

Cash Paid

 

Net
Liabilities /
(Assets)
Assumed

 

Source of Acquisition

 

Florida

 

1

 

6/19/08

 

$

10,239

 

$

10,317

 

$

(78

)

Unrelated third party

 

California

 

1

 

5/2/08

 

7,759

 

7,744

 

15

 

Unrelated third party

 

Total

 

2

 

 

 

$

17,998

 

$

18,061

 

$

(63

)

 

 

 

6.              INVESTMENTS IN REAL ESTATE VENTURES

 

Investments in real estate ventures consisted of the following:

 

 

 

Equity

 

Excess Profit

 

Investment balance at

 

 

 

Ownership %

 

Participation %

 

June 30, 2008

 

December 31, 2007

 

 

 

 

 

 

 

 

 

 

 

Extra Space West One LLC (“ESW”)

 

5

%

40

%

$

1,665

 

$

1,804

 

Extra Space West Two LLC (“ESW II”)

 

5

%

40

%

4,943

 

5,019

 

Extra Space Northern Properties Six, LLC (“ESNPS”)

 

10

%

35

%

1,546

 

1,642

 

Extra Space of Santa Monica LLC (“ESSM”)

 

41

%

41

%

5,244

 

5,138

 

Clarendon Storage Associates Limited Partnership (“Clarendon”)

 

50

%

50

%

4,197

 

4,189

 

PRISA Self Storage LLC (“PRISA”)

 

2

%

17

%

12,601

 

12,732

 

PRISA II Self Storage LLC (“PRISA II”)

 

2

%

17

%

10,537

 

10,608

 

PRISA III Self Storage LLC (“PRISA III”)

 

5

%

20

%

4,251

 

4,405

 

VRS Self Storage LLC (“VRS”)

 

5

%

20

%

4,468

 

4,515

 

WCOT Self Storage LLC (“WCOT”)

 

5

%

20

%

5,349

 

5,211

 

Storage Portfolio I, LLC (“SP I”)

 

25

%

40

%

17,975

 

18,567

 

Storage Portfolio Bravo II (“SPB II”)

 

20

%

25-45

%

14,451

 

14,785

 

U-Storage de Mexico S.A. and related entities
(“U-Storage”)

 

35-40

%

35-40

%

7,491

 

4,891

 

Other minority owned properties

 

10-50

%

10-50

%

1,101

 

1,663

 

 

 

 

 

 

 

$

95,819

 

$

95,169

 

 

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.

 

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The components of equity in earnings of real estate ventures consist of the following:

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of ESW

 

$

371

 

$

348

 

$

693

 

$

696

 

Equity in earnings (losses) of ESW II

 

(21

)

 

(38

)

 

Equity in earnings of ESNPS

 

64

 

41

 

119

 

87

 

Equity in earnings of Clarendon

 

98

 

104

 

189

 

201

 

Equity in earnings of PRISA

 

169

 

185

 

346

 

355

 

Equity in earnings of PRISA II

 

148

 

147

 

296

 

277

 

Equity in earnings of PRISA III

 

55

 

71

 

126

 

134

 

Equity in earnings of VRS

 

67

 

62

 

131

 

123

 

Equity in earnings of WCOT

 

72

 

77

 

147

 

147

 

Equity in earnings of SP I

 

293

 

248

 

553

 

453

 

Equity in earnings of SPB II

 

149

 

181

 

321

 

371

 

Equity in earnings (losses) of U-Storage

 

(43

)

 

(116

)

 

Equity in earnings (losses) of other minority owned properties

 

(49

)

(272

)

(172

)

(455

)

 

 

$

1,373

 

$

1,192

 

$

2,595

 

$

2,389

 

 

Equity in earnings (losses) of ESW II, SP I and SPB II include the amortization of the Company’s excess purchase price of $25,515 of these equity investments over its original basis. The excess basis is amortized over 40 years.

 

7.              INVESTMENTS AVAILABLE FOR SALE

 

The Company accounts for its investments in debt and equity securities according to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115, “Accounting for Certain Investments in Debt and Equity Securities”, which requires securities classified as “available for sale” to be stated at fair value. Adjustments to the fair value of available for sale securities are recorded as a component of other comprehensive income (loss).  A decline in the market value of equity securities below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value.  The impairment is charged to earnings and a new cost basis for the security is established.  The Company’s investments available for sale have generally consisted of non mortgage-backed auction rate securities (“ARS”).  ARS are generally long-term debt instruments that provide liquidity through a Dutch auction process that resets the applicable interest rate at pre-determined calendar intervals, generally every 28 days.  This mechanism allows existing investors to rollover their holdings and continue to own their respective securities or liquidate their holding by selling their securities at par.

 

Uncertainties in the credit markets had prevented the Company and other investors from liquidating their holdings of ARS in auctions for these securities because the amount of securities submitted for sale exceeded the amount of purchase orders.  As a result, during the year ended December 31, 2007, the Company recognized an other-than-temporary impairment charge of $1,213 and temporary impairment charge of $1,415, which reduced the carrying value of the Company’s investments in ARS to $21,812 as of December 31, 2007.  On February 29, 2008, the Company liquidated its holdings of ARS for $21,812 in cash.  As a result of this settlement, the Company recognized $1,415 of the amount that was previously classified as a temporary impairment as loss on sale of investments available for sale through earnings.  The Company had no investments in ARS as of June 30, 2008.

 

8.              OTHER ASSETS

 

The components of other assets are summarized as follows:

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

 

 

 

 

Equipment and fixtures

 

$

12,784

 

$

11,899

 

Less: accumulated depreciation

 

(9,401

)

(8,364

)

Deferred financing costs, net

 

14,345

 

15,534

 

Prepaid expenses and deposits

 

5,109

 

5,162

 

Accounts receivable, net

 

7,885

 

8,516

 

Fair value of interest rate swap

 

357

 

 

Investments in Trusts

 

3,590

 

3,590

 

Other

 

1,108

 

223

 

 

 

$

35,777

 

$

36,560

 

 

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9.              NOTES PAYABLE

 

The components of notes payable are summarized as follows:

 

 

 

June 30, 2008

 

December 31, 2007

 

Fixed Rate

 

 

 

 

 

Mortgage and construction loans with banks bearing interest at fixed rates between 4.65% and 7.0%. The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between April 1, 2009 and February 11, 2017.

 

$

820,472

 

$

825,326

 

 

 

 

 

 

 

Variable Rate

 

 

 

 

 

Mortgage and construction loans with banks bearing floating interest rates (including loans subject to interest rate swaps) based on LIBOR. Interest rates based on LIBOR are between LIBOR plus 0.66% (3.12% and 5.26% at June 30, 2008 and December 31, 2007, respectively) and LIBOR plus 2.25% (4.71% and 6.85% at June 30, 2008 and December 31, 2007, respectively). The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between December 31, 2008 and June 30, 2011.

 

110,609

 

124,855

 

 

 

$

931,081

 

$

950,181

 

 

Real estate assets are pledged as collateral for the notes payable. The Company is subject to certain restrictive covenants relating to the outstanding notes payable. The Company was in compliance with all covenants at June 30, 2008.

 

In October 2004, the Company entered into a reverse interest rate swap agreement (“Swap Agreement”) to float $61,770 of 4.30% fixed interest rate secured notes due in September 2009. Under this Swap Agreement, the Company will receive interest at a fixed rate of 4.30% and pay interest at a variable rate equal to LIBOR plus 0.66%. The Swap Agreement matures at the same time the notes are due. This Swap Agreement is a fair value hedge, as defined by SFAS No. 133, and the fair value of the Swap Agreement is recorded as an asset or liability, with an offsetting adjustment to the carrying value of the related note payable. Monthly variable interest payments are recognized as an increase or decrease in interest expense.

 

The estimated fair value of the Swap Agreement at June 30, 2008 was reflected as an other asset of $357.  The estimated fair value of the Swap Agreement at December 31, 2007 was reflected as an other liability of $125.  The fair value of the Swap Agreement is determined through observable prices in active markets for identical agreements.  The Company recorded a reduction to interest expense relating to the Swap Agreement of $119 for the three months ended June 30, 2008 and additional interest expense of $264 for the three months ended June 30, 2007.  Interest expense was decreased by $7 for the six months ended June 30, 2008 and interest expense was increased by $525 for the six months ended June 30, 2007.

 

On August 31, 2007, as part of the acquisition of a partner’s joint venture interest in seven properties, the Company assumed an interest rate cap agreement related to the assumption of the loan on these properties.  The Company has designated the interest rate cap agreement as a cash flow hedge of the interest payments resulting from an increase in the interest rates above the rates designated in the interest rate cap agreement.  The interest rate cap agreement will allow increases in interest payments based on an increase in the LIBOR rate above the capped rates (5.19% from 1/1/2007 to 12/31/2007 and 5.48% from 1/1/2008 through 12/31/2008) on $23,340 of floating rate debt to be offset by the value of the interest rate cap agreement.  The estimated fair value of the interest rate cap at the assumption date was not material and no asset or liability was recorded.  The fair value of the interest rate cap at June 30, 2008 and December 31, 2007 was also not material.  The fair value of the interest rate cap is determined through observable prices in active markets for identical agreements.

 

On June 30, 2008, the Company entered into a loan agreement in the amount of $64,530 secured by certain properties.  On June 30, 2008, $1,000 was drawn on the loan balance.  As part of the loan agreement, the Company agreed to draw down at least 50% of the loan amount by February 1, 2009 with the remainder to be drawn by March 31, 2009.  The loan bears interest at LIBOR plus 2%, maturing on June 30, 2011.

 

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10.       NOTES PAYABLE TO TRUSTS

 

During July 2005, ESS Statutory Trust III (the “Trust III”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $40,000 of preferred securities which mature on July 31, 2035. In addition, the Trust III issued 1,238 of Trust common securities to the Operating Partnership for a purchase price of $1,238. On July 27, 2005, the proceeds from the sale of the preferred and common securities of $41,238 were loaned in the form of a note to the Operating Partnership (“Note 3”). Note 3 has a fixed rate of 6.91% through July 31, 2010, and then will be payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. The interest on Note 3, payable quarterly, will be used by the Trust III to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after July 27, 2010.

 

During May 2005, ESS Statutory Trust II (the “Trust II”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $41,000 of preferred securities which mature on June 30, 2035. In addition, the Trust II issued 1,269 of Trust common securities to the Operating Partnership for a purchase price of $1,269. On May 24, 2005, the proceeds from the sale of the preferred and common securities of $42,269 were loaned in the form of a note to the Operating Partnership (“Note 2”). Note 2 has a fixed rate of 6.67% through June 30, 2010, and then will be payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. The interest on Note 2, payable quarterly, will be used by the Trust II to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after June 30, 2010.

 

During April 2005, ESS Statutory Trust I (the “Trust”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership issued an aggregate of $35,000 of trust preferred securities which mature on June 30, 2035. In addition, the Trust issued 1,083 of trust common securities to the Operating Partnership for a purchase price of $1,083. On April 8, 2005, the proceeds from the sale of the trust preferred and common securities of $36,083 were loaned in the form of a note to the Operating Partnership (the “Note”). The Note has a variable rate equal to the three-month LIBOR plus 2.25% per annum. The interest on the Note, payable quarterly, will be used by the Trust to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after June 30, 2010.

 

The Company follows FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”), which addresses the consolidation of variable interest entities (“VIEs”).  Under FIN 46R, Trust, Trust II and Trust III are VIEs that are not consolidated because the Company is not the primary beneficiary. A debt obligation has been recorded in the form of notes as discussed above for the proceeds, which are owed to the Trust, Trust II, and Trust III by the Company.

 

11.       EXCHANGEABLE SENIOR NOTES

 

On March 27, 2007, our Operating Partnership issued $250,000 of its 3.625% Exchangeable Senior Notes due April 1, 2027 (the “Notes”). Costs incurred to issue the Notes were approximately $5,100. These costs are being amortized over five years, which represents the estimated term of the Notes, and are included in other assets in the condensed consolidated balance sheet as of June 30, 2008. The Notes are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on April 1 and October 1 of each year until the maturity date of April 1, 2027. The Notes bear interest at 3.625% per annum and contain an exchange settlement feature, which provides that the Notes may, under certain circumstances, be exchangeable for cash (up to the principal amount of the Notes) and, with respect to any excess exchange value, for cash, shares of our common stock or a combination of cash and shares of our common stock at an initial exchange rate of approximately 42.5822 shares per one thousand dollars principal amount of Notes at the option of the Operating Partnership.

 

The Operating Partnership may redeem the Notes at any time to preserve the Company’s status as a REIT. In addition, on or after April 5, 2012, the Operating Partnership may redeem the Notes for cash, in whole or in part, at 100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written notice to holders of the Notes.

 

The holders of the Notes have the right to require the Operating Partnership to repurchase the Notes for cash, in whole or in part, on each of April 1, 2012, April 1, 2017 and April 1, 2022, and upon the occurrence of a designated event, in each case for a repurchase price equal to 100% of the principal amount of the Notes plus accrued and unpaid interest. Certain events are considered “Events of Default,” as defined in the indenture governing the Notes, which may result in the accelerated maturity of the Notes.

 

The Company has considered whether the exchange settlement feature represents an embedded derivative within the debt instrument under the guidance of FASB Statement No. 133: “Accounting for Derivative Instruments and Hedging Activities” (“FAS 133”), EITF Issue 90-19: “Convertible Bonds with Issuer Option to Settle for Cash Upon Conversion,” and EITF Issue No. 01-6: “The Meaning of “Indexed to a Company’s Own Stock” that would require bifurcation (i.e. separate accounting of the note and the exchange settlement feature).  The Company has concluded that the exchange settlement feature has satisfied the exemption in FAS 133 because it is indexed to the Company’s own common stock and would otherwise be classified in stockholders’ equity, among other

 

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considerations.  Accordingly, the Notes are presented as a single debt instrument (often referred to as “Instrument C” in EITF 90-19) in accordance with APB 14: “Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants,” due to the inseparability of the debt and the exchange settlement feature.

 

12.       LINE OF CREDIT

 

On October 19, 2007, the Operating Partnership entered into a $100,000 revolving line of credit (the “Credit Line”) that matures October 31, 2010.  The Company intends to use the proceeds of the Credit Line for general corporate purposes.  The Credit Line has an interest rate of between 100 and 205 basis points over LIBOR, depending on certain financial ratios of the Company.  The Credit Line is collateralized by mortgages on certain real estate assets.  As of June 30, 2008, the Credit Line had $100,000 of capacity based on the assets collateralizing the Credit Line.  No amounts were outstanding on the Credit Line at June 30, 2008 or December 31, 2007.  The Company is subject to certain restrictive covenants relating to the Credit Line.  The Company was in compliance with all covenants as of June 30, 2008.

 

13.       OTHER LIABILTIES

 

The components of other liabilities are summarized as follows:

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

 

 

 

 

Deferred rental income

 

$

12,634

 

$

11,805

 

Security deposits

 

347

 

383

 

SUSA lease obligation liability

 

2,726

 

2,592

 

Fair value of interest rate swap

 

 

125

 

Other miscellaneous liabilities

 

3,380

 

3,150

 

 

 

$

19,087

 

$

18,055

 

 

14.       RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

 

The Company provides management and development services for certain joint ventures, franchises, third parties and other related party properties. Management agreements provide generally for management fees of 6% of cash collected from properties for the management of operations at the self-storage facilities.  Management fee revenues for related parties and affiliated real estate joint ventures are summarized as follows:

 

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

Entity

 

Type

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

 

 

ESW

 

Affiliated real estate joint ventures

 

$

110

 

$

109

 

$

218

 

$

218

 

ESW II

 

Affiliated real estate joint ventures

 

76

 

 

151

 

 

ESNPS

 

Affiliated real estate joint ventures

 

117

 

109

 

231

 

216

 

PRISA

 

Affiliated real estate joint ventures

 

1,258

 

1,294

 

2,521

 

2,595

 

PRISA II

 

Affiliated real estate joint ventures

 

1,026

 

1,048

 

2,057

 

2,090

 

PRISA III

 

Affiliated real estate joint ventures

 

438

 

474

 

881

 

942

 

VRS

 

Affiliated real estate joint ventures

 

291

 

283

 

583

 

568

 

WCOT

 

Affiliated real estate joint ventures

 

381

 

387

 

765

 

768

 

SP I

 

Affiliated real estate joint ventures

 

318

 

316

 

638

 

626

 

SPB II

 

Affiliated real estate joint ventures

 

251

 

254

 

506

 

516

 

Various

 

Franchisees, third parties and other

 

1,077

 

869

 

1,869

 

1,812

 

 

 

 

 

$

5,343

 

$

5,143

 

10,420

 

10,351

 

 

Effective January 1, 2004, the Company entered into a license agreement with Centershift, a related party software provider, to secure a perpetual right for continued use of STORE (the site management software used at all sites operated by the Company) in all aspects of the Company’s property acquisition, development, redevelopment and operational activities. The Company paid Centershift $222 and $266 for the three months ended June 30, 2008 and 2007, respectively, and $427 and $455 for the six months ended June 30, 2008 and 2007, respectively, relating to the purchase of software and to license agreements.

 

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Related party and affiliated real estate joint ventures balances are summarized as follows:

 

 

 

June 30, 2008

 

December 31, 2007

 

Receivables:

 

 

 

 

 

Development fees

 

$

1,503

 

$

1,501

 

Other receivables from properties

 

7,735

 

5,885

 

 

 

$

9,238

 

$

7,386

 

 

Other receivables from properties consist of amounts due for management fees and expenses paid by the Company on behalf of the managed properties.  The Company believes that all of these related party and affiliated joint venture receivables are fully collectible. The Company did not have any payables to related parties at June 30, 2008 or December 31, 2007.

 

15.       MINORITY INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP UNITS

 

On June 15, 2007, the Operating Partnership entered into a Contribution Agreement with various limited partnerships affiliated with AAAAA Rent-A-Space to acquire ten self-storage facilities (the “Properties”) in exchange for the issuance of newly designated Preferred OP units of the Operating Partnership. The self-storage facilities are located in California and Hawaii.

 

On June 25 and 26, 2007, nine of the ten properties were contributed to the Operating Partnership in exchange for consideration totaling $137,800. Preferred OP units totaling 909,075, with a value of $121,700, were issued along with the assumption of approximately $14,200 of third-party debt, of which $11,400 was paid off at close. The final property was contributed on August 1, 2007 in exchange for consideration totaling $14,700. 80,905 Preferred OP units with a value of $9,800 were issued along with $4,900 of cash.

 

On June 25, 2007, the Operating Partnership loaned the holders of the Preferred OP units $100,000. The note receivable bears interest at 4.85%, and is due September 1, 2017. The loan is secured by the borrower’s Preferred OP units. The holders of the Preferred OP units can convert up to 114,500 Preferred OP units prior to the maturity date of the loan. If any redemption in excess of 114,500 Preferred OP units occurs prior to the maturity date, the holder of the Preferred OP units is required to repay the loan as of the date of that Preferred OP unit redemption. Preferred OP units are shown on the balance sheet net of the $100,000 loan under the guidance in EITF No. 85-1, “Classifying Notes Receivable for Capital,” because the borrower under the loan receivable is also the holder of the Preferred OP units.

 

The Operating Partnership entered into a Second Amended and Restated Agreement of Limited Partnership (the “Partnership Agreement”) which provides for the designation and issuance of the Preferred OP units. The Preferred OP units will have priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.

 

Under the Partnership Agreement, Preferred OP units in the amount of $115,000 bear a fixed priority return of 5% and have a fixed liquidation value of $115,000. The remaining balance will participate in distributions with and have a liquidation value equal to that of the common OP units. The Preferred OP units will be redeemable at the option of the holder on or after September 1, 2008, which redemption obligation may be satisfied, at the Company’s option, in cash or shares of its common stock.

 

At issuance, in accordance with SFAS 133: “Accounting for Derivative Instruments and Hedging Activities”, SFAS 150: “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”,  EITF 00-19: “Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock”,  EITF Topic D-109: “Determining the Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the Form of a Share under FASB Statement No. 133”: and Accounting Series Release  (“ASR”) No. 268: “Presentation in Financial Statements of “Redeemable Preferred Stocks,” from inception through September 28, 2007 (the date of the amendment discussed below), the Preferred OP units were classified as a hybrid instrument such that the value of the units associated with the fixed return were classified in mezzanine after total liabilities on the balance sheet and before stockholders’ equity. The remaining balance that participates in distributions equal to that of common OP units had been identified as an embedded derivative and had been classified as a liability on the balance sheet and recorded at fair value on a quarterly basis with any adjustment being recorded through earnings. For the year ended December 31, 2007, the fair value adjustment associated with the embedded derivative was $1,054.

 

On September 28, 2007, the Operating Partnership entered into an amendment to the Contribution Agreement (the “Amendment”). Pursuant to the Amendment, the maximum number of shares that can be issued upon redemption of the Preferred OP units was set at 116 million, after which the Company will have no further obligations with respect to the redeemed or any other remaining Preferred OP units. As a result of the Amendment, and in accordance with the above referenced guidance, the Preferred OP units are no longer considered a hybrid instrument and the previously identified embedded derivative no longer requires bifurcation and is considered permanent equity of the Operating Partnership.  The Preferred OP units are included on the consolidated balance sheet as the minority interest represented by Preferred OP units, and no recurring fair value measurements are required subsequent to the date of the

 

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Amendment.

 

16.       MINORITY INTEREST IN OPERATING PARTNERSHIP

 

The Company’s interest in its properties is held through the Operating Partnership. ESS Holding Business Trust I, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The Company, through ESS Holding Business Trust II, a wholly owned subsidiary of the Company, is also a limited partner of the Operating Partnership. Between its general partner and limited partner interests, the Company held a 94.16% majority ownership interest therein as of June 30, 2008. The remaining ownership interests in the Operating Partnership (including Preferred OP units) of 5.84% are held by certain former owners of assets acquired by the Operating Partnership, which include officers and a director of the Company.

 

The minority interest in the Operating Partnership represents OP units that are not owned by the Company. In conjunction with the formation of the Company and as a result of subsequent acquisitions, certain persons and entities contributing interests in properties to the Operating Partnership received limited partnership units in the form of either OP units or CCUs. Limited partners who received OP units in the formation transactions or in exchange for contributions for interests in properties have the right to require the Operating Partnership to redeem part or all of their OP units for cash based upon the fair market value of an equivalent number of shares of the Company’s common stock (10 day average) at the time of the redemption. Alternatively, the Company may, at its option, elect to acquire those OP units in exchange for shares of its common stock on a one-for-one basis, subject to anti-dilution adjustments provided in the Partnership Agreement. The ten day average closing stock price at June 30, 2008 was $15.52 and there were 4,090,771 OP units outstanding. Assuming that all of the unit holders exercised their right to redeem all of their OP units on June 30, 2008 and the Company elected to pay the non-controlling members cash, the Company would have paid $63,489 in cash consideration to redeem the OP units.

 

As of June 30, 2008, the Operating Partnership had 4,090,771 and 89,248 OP units and CCUs outstanding, respectively.

 

Unlike the OP units, CCUs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 properties, all or a portion of the CCUs will be automatically converted into OP units. Initially, each CCU will be convertible on a one-for-one basis into OP units, subject to customary anti-dilution adjustments. Beginning with the quarter ended March 31, 2006, and ending with the quarter ending December 31, 2008, the Company will calculate the net operating income from the 14 wholly-owned properties over the 12-month period ending in such quarter. Within 35 days following the end of each quarter referred to above, some or all of the CCUs will be converted so that the total percentage (not to exceed 100%) of CCUs issued in connection with the formation transactions that have been converted to OP units will be equal to the percentage determined by dividing the net operating income for such period in excess of $5,100 by $4,600. If any CCU remains unconverted through the calculation made in respect of the 12-month period ending December 31, 2008, such outstanding CCUs will be cancelled.

 

While any CCUs remain outstanding, a majority of the Company’s independent directors must review and approve the net operating income calculation for each measurement period and also must approve any sales of any of the 14 wholly-owned properties.

 

As of June 30, 2008, there were 110,798 CCUs converted to OP units.  Based on the performance of the properties as of June 30, 2008, an additional 18,263 CCUs became eligible for conversion.  The board of directors approved the conversion of these CCUs on August 1, 2008 as per the Company’s charter, and the OP units were issued on August 5, 2008.

 

17.       STOCKHOLDERS’ EQUITY

 

The Company’s charter provides that it can issue up to 300,000,000 shares of common stock, $0.01 par value per share, 4,100,000 CCSs, $.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share. As of June 30, 2008, 81,934,549 shares of common stock were issued and outstanding, 1,734,958 CCSs were issued and outstanding and no shares of preferred stock were issued and outstanding. All holders of the Company’s common stock are entitled to receive dividends and to one vote on all matters submitted to a vote of stockholders.

 

On May 19, 2008, the Company closed a public common stock offering of 14,950,000 shares at an offering price of $16.35 per share, for aggregate gross proceeds of $244,433.  Transaction costs were $11,715 for net proceeds of $232,718.  A portion of the proceeds was used for the repayment of mortgage debt and outstanding amounts under our Credit Line, and the remaining net proceeds will be used for general corporate purposes, including funding potential future acquisitions.

 

Unlike the Company’s shares of common stock, CCSs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 properties, all or a portion of the CCSs will be automatically converted into shares of the Company’s common stock. Initially, each CCS will be convertible on a one-for-one basis into shares of common stock, subject to customary anti-dilution adjustments. Beginning with the quarter ended March 31, 2006, and ending with the quarter ending December 31, 2008, the Company will calculate the net operating income from the 14 wholly-owned properties over the 12-month period ending in such quarter. Within 35 days following the end of each quarter referred to above, some or all of the CCSs will be converted so that the total percentage (not to exceed 100%) of CCSs issued in connection with the formation transactions that have been converted to common

 

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stock will be equal to the percentage determined by dividing the net operating income for such period in excess of $5,100 by $4,600. If any CCS remains unconverted through the calculation made in respect of the 12-month period ending December 31, 2008, such outstanding CCSs will be cancelled and restored to the status of authorized but unissued shares of common stock.

 

While any CCSs remain outstanding, a majority of the Company’s independent directors must review and approve the net operating income calculation for each measurement period and also must approve any sales of any of the 14 wholly-owned properties.

 

As of June 30, 2008, there were 2,153,885 CCSs converted to common stock.  Based on the performance of the properties as of June 30, 2008, an additional 355,035 CCSs became eligible for conversion.  The board of directors approved the conversion of these CCSs on August 1, 2008 as per the Company’s charter, and the shares were issued on August 5, 2008.

 

18.       STOCK-BASED COMPENSATION

 

The Company has the following two stock option plans under which shares were available for grant at June 30, 2008: 1) the 2004 Long-Term Incentive Compensation Plan as amended and restated, effective March 25, 2008, and 2) the 2004 Non-Employee Directors’ Share Plan (together, the “Plans”).  Option grants are issued at the closing price of stock on the date of grant.  Each option will be exercisable after the period or periods specified in the award agreement (typically four years), which will generally not exceed 10 years from the date of grant. Options are exercisable at such times and subject to such terms as determined by the Compensation, Nominating and Governance Committee, but under no circumstances may be exercised if such exercise would cause a violation of the ownership limit in the Company’s charter.  Unless otherwise determined by the Compensation, Nominating and Governance Committee at the time of grant, options shall vest ratably over a four-year period beginning on the date of grant.

 

Also as defined under the terms of the Plans, restricted stock grants may be awarded.  The stock grants are subject to a performance or vesting period over which the restrictions are lifted and the stock certificates are given to the grantee.  During the performance or vesting period, the grantee is not permitted to sell, transfer, pledge, encumber or assign shares of restricted stock granted under the Plans, however the grantee has the ability to vote the shares and receive dividends paid on the shares.  The forfeiture and transfer restrictions on the shares lapse over a two to four-year period beginning on the date of grant.

 

Option Grants to Employees

 

As of June 30, 2008, 4,688,440 shares were available for issuance under the Plans.  A summary of stock option activity is as follows:

 

Options

 

Number of
Shares

 

Weighted
Average Exercise
Price

 

Weighted Average
Remaining
Contractual Life

 

Aggregate Intrinsic
Value as of June
30, 2008

 

Outstanding at December 31, 2006

 

2,564,563

 

$

13.92

 

 

 

 

 

Granted

 

418,000

 

18.51

 

 

 

 

 

Exercised

 

(126,801

)

13.68

 

 

 

 

 

Forfeited

 

(204,044

)

14.71

 

 

 

 

 

Outstanding at December 31, 2007

 

2,651,718

 

$

14.54

 

 

 

 

 

Granted

 

380,000

 

15.57

 

 

 

 

 

Exercised

 

(67,750

)

12.98

 

 

 

 

 

Forfeited

 

(29,625

)

13.60

 

 

 

 

 

Outstanding at June 30, 2008

 

2,934,343

 

$

14.72

 

7.29

 

$

3,607

 

Vested and Expected to Vest

 

2,626,353

 

$

14.54

 

7.12

 

$

3,499

 

Ending Exercisable

 

1,397,186

 

$

13.96

 

6.64

 

$

2,380

 

 

The aggregate intrinsic value in the table above represents the total value (the difference between the Company’s closing stock price on the last trading day of the second quarter of 2008 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on June 30, 2008. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

 

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The fair value of each option grant is estimated using the Black-Scholes option-pricing model with the following assumptions:

 

 

 

Six Months Ended June 30,

 

 

 

2008

 

2007

 

 

 

 

 

 

 

Expected volatility

 

26

%

23

%

Dividend yield

 

6.4

%

5.8

%

Risk-free interest rate

 

2.7

%

4.9

%

Average expected term (years)

 

5

 

5

 

 

The Black-Scholes model incorporates assumptions to value stock-based awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The Company uses actual historical data to calculate the expected price volatility, dividend yield and average expected term.  The forfeiture rate, which is estimated at a weighted-average of 19.72% of unvested options outstanding as of June 30, 2008, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimates.

 

The Company recorded compensation expense relating to outstanding options of $232 and $196 for the three months ended June 30, 2008 and 2007, respectively, and $495 and $419 for the six months ended June 30, 2008 and 2007, respectively.  The Company received cash from the exercise of options of $274 and $305 for the three months ended June 30, 2008 and 2007, respectively, and $940 and $1,033 for the six months ended June 30, 2008 and 2007, respectively.  At June 30, 2008, there was $1,053 of total unrecognized compensation expense related to non-vested stock options under the Company’s 2004 Long-Term Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 1.90 years. The valuation model applied in this calculation utilizes subjective assumptions that could potentially change over time, including the expected forfeiture rate. Therefore, the amount of unrecognized compensation expense at June 30, 2008, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the Statement of Operations.

 

Common Stock Granted to Employees and Directors

 

The Company granted 182,139 and 59,729 shares of common stock to certain employees, without monetary consideration under the Plans during the three months ended June 30, 2008 and 2007, respectively, and 353,939 and 90,529 shares for the six months ended June 30, 2008 and 2007, respectively.  The Company recorded compensation expense related to outstanding shares of common stock granted to employees of $951 and $242 during the three months ended June 30, 2008 and 2007, respectively, and $1,489 and $456 during the six months ended June 30, 2008 and 2007, respectively.

 

The fair value of common stock awards is determined based on the closing trading price of the Company’s common stock on the grant date. A summary of the Company’s employee share grant activity is as follows:

 

Restricted Stock Grants

 

Shares

 

Weighted-
Average Grant-
Date Fair Value

 

Unreleased at December 31, 2006

 

156,300

 

$

15.94

 

Granted

 

120,729

 

18.17

 

Released

 

(61,975

)

15.90

 

Cancelled

 

(3,082

)

18.39

 

Unreleased at December 31, 2007

 

211,972

 

$

17.23

 

Granted

 

353,939

 

15.73

 

Released

 

(83,356

)

16.77

 

Cancelled

 

(2,571

)

17.74

 

Unreleased at June 30, 2008

 

479,984

 

$

16.24

 

 

19.       SEGMENT INFORMATION

 

The Company operates in two distinct segments: (1) property management, acquisition and development and (2) rental operations. Financial information for the Company’s business segments is set forth below:

 

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June 30, 2008

 

December 31, 2007

 

Balance Sheet

 

 

 

 

 

Investment in real estate ventures

 

 

 

 

 

Rental operations

 

$

95,819

 

$

95,169

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

Property management, acquisition and development

 

$

564,852

 

$

385,394

 

Rental operations

 

1,684,425

 

1,668,681

 

 

 

$

2,249,277

 

$

2,054,075

 

 

 

 

Three months ended June 30,

 

Six months ended June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Statement of Operations

 

 

 

 

 

 

 

 

 

Total revenues

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

9,451

 

$

8,158

 

$

18,134

 

$

15,703

 

Rental operations

 

57,885

 

48,392

 

114,909

 

94,623

 

 

 

$

67,336

 

$

56,550

 

$

133,043

 

$

110,326

 

 

 

 

 

 

 

 

 

 

 

Operating expenses, including depreciation and amortization

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

13,242

 

$

10,684

 

$

25,099

 

$

21,409

 

Rental operations

 

32,186

 

26,135

 

64,056

 

51,565

 

 

 

$

45,428

 

$

36,819

 

$

89,155

 

$

72,974

 

 

 

 

 

 

 

 

 

 

 

Income (loss) before interest, loss on sale of investments available for sale, minority interests and equity in earnings of real estate ventures

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(3,791

)

$

(2,526

)

$

(6,965

)

$

(5,706

)

Rental operations

 

25,699

 

22,257

 

50,853

 

43,058

 

 

 

$

21,908

 

$

19,731

 

$

43,888

 

$

37,352

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(328

)

$

(401

)

$

(676

)

$

(564

)

Rental operations

 

(15,634

)

(15,036

)

(31,640

)

(28,269

)

 

 

$

(15,962

)

$

(15,437

)

$

(32,316

)

$

(28,833

)

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

870

 

$

3,668

 

$

1,295

 

$

5,116

 

 

 

 

 

 

 

 

 

 

 

Interest income on note receivable from Preferred Unit holder

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

1,212

 

$

 

$

2,425

 

$

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of real estate ventures

 

 

 

 

 

 

 

 

 

Rental operations

 

$

1,373

 

$

1,192

 

$

2,595

 

$

2,389

 

 

 

 

 

 

 

 

 

 

 

Loss on sale of investments available for sale

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

 

$

 

$

(1,415

)

$

 

 

 

 

 

 

 

 

 

 

 

Minority interests - Operating Partnership and other

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(500

)

$

(459

)

$

(871

)

$

(859

)

 

 

 

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(2,538

)

$

282

 

$

(6,207

)

$

(2,013

)

Rental operations

 

11,438

 

8,413

 

21,808

 

17,178

 

 

 

$

8,901

 

$

8,695

 

$

15,601

 

$

15,165

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

374

 

$

340

 

$

726