FORM S-11
Table of Contents

As filed with the Securities and Exchange Commission on May 12, 2004

Registration No. 333-        


SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 


 

Form S-11

FOR REGISTRATION UNDER THE SECURITIES ACT OF 1933

OF SECURITIES OF CERTAIN REAL ESTATE COMPANIES

 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in its Governing Instruments)

 


 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, UT 84121

(801) 562-5556

(Address, Including Zip Code, and Telephone Number, including Area Code, of Registrant’s Principal Executive Offices)

 


 

Kenneth M. Woolley

Chairman and Chief Executive Officer

Extra Space Storage Inc.

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, UT 84121

(801) 562-5556

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

 


 

Copies to:

Jay L. Bernstein, Esq.

Andrew S. Epstein, Esq.

Clifford Chance US LLP

200 Park Avenue

New York, New York 10166

(212) 878-8000

 

J. Warren Gorrell, Jr., Esq.

Stuart A. Barr, Esq.

Hogan & Hartson L.L.P.

555 Thirteenth Street, NW

Washington, DC 20004

(202) 637-5600

 


 

Approximate date of commencement of proposed sale to the public:    As soon as practicable after this registration statement becomes effective.

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If delivery of this prospectus is expected to be made pursuant to Rule 434, check the following box.  ¨

 

CALCULATION OF REGISTRATION FEE


Title of Each Class of

Securities to be Registered

   Proposed Maximum
Aggregate
Offering Price (1)
   Amount of
Registration
Fee

Common Stock, $0.01 par value per share

   $ 276,000,000    $ 34,970

(1)   Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act of 1933, as amended.

 


 

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine.



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The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and we are not soliciting an offer to buy these securities in any state where the offer or sale is not permitted.

 

PRELIMINARY PROSPECTUS   Subject to Completion   May 12, 2004

 

             Shares

LOGO

 

Common Stock

 


 

This is our initial public offering of shares of our common stock. We are offering all shares of our common stock. All of the shares being offered by this prospectus are being sold by us. No public market currently exists for our common stock. We intend to elect to qualify as a real estate investment trust, or REIT, for U.S. federal income tax purposes.

 

The initial offering price of our common stock is expected to be between $             and $             per share. We intend to apply to list our shares of common stock on the New York Stock Exchange under the symbol “EXR.”

 

The shares of our common stock are subject to certain restrictions on ownership and transfer intended to preserve our qualification as a REIT. See “Description of Stock—Restrictions on Transfer.”

 

Investing in our common stock involves a high degree of risk. Before buying any shares, you should read the discussion of some risks of investing in our common stock in “ Risk Factors” beginning on page 18, including, among others:

 

Ø   We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth and negatively affect our results of operations.

 

Ø   Our ability to pay our estimated initial annual distribution, which represents approximately     % of our estimated cash available for distribution to our common stockholders for the twelve months ended December 31, 2004, depends upon our actual operating results, and we may have to borrow funds under our proposed line of credit to pay this distribution, which could slow our growth.

 

Ø   We have high concentrations of self-storage properties in the California, Massachusetts and New Jersey markets, and changes in the economic climates of these markets may materially adversely affect us.

 

Ø   Our operating results will be harmed if we are unable to achieve and sustain high occupancy rates at our 28 lease-up properties.

 

Ø   Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.

 

Ø   Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

 

Ø   Upon completion of the offering and the formation transactions, our two largest stockholders, our Chairman and Chief Executive Officer and one of our other directors, and their respective affiliates will own             % and             %, respectively, of our outstanding common stock on a fully-diluted basis and will have the ability to exercise significant control of our company and any matter presented to our stockholders.

 

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

     Per Share    Total

Public offering price

   $                    $                

Underwriting discounts and commissions(1)

   $                    $                

Proceeds, before expenses, to us

   $                    $                

(1)   Excludes a financial advisory fee of         % of the public offering price payable to the joint book-running managers.

 

The underwriters may also purchase up to              additional shares of common stock from us at the public offering price, less underwriting discounts and commissions, within 30 days from the date of this prospectus. The underwriters may exercise this option only to cover over-allotments, if any.

 

The underwriters are offering the common stock as set forth under “Underwriting.” Delivery of the shares of common stock will be made on or about                     , 2004.

 


 

Joint Book-Running Managers

 

UBS Investment Bank   Merrill Lynch & Co.


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[PICTURES, TEXT AND GRAPHICS FOR INSIDE FRONT COVER]


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You should rely on the information contained in this prospectus. We have not authorized anyone to provide you with information different from that contained in this prospectus. We are offering to sell, and seeking offers to buy, shares of our common stock only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or any sale of common stock.

 

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Prospectus summary

   1

Summary consolidated pro forma and historical financial data

   15

Risk factors

   18

Statements regarding forward-looking information

   36

Use of proceeds

   37

Distribution policy

   39

Capitalization

   43

Dilution

   44

Selected consolidated pro forma and historical financial data

   46

Management’s discussion and analysis of financial condition and results of operations

   50

Business and properties

   65

Management

   87

Formation transactions

   98

 

Certain relationships and related transactions

   103

Benefits to related parties

   104

Policies with respect to certain activities

   107

Principal stockholders

   108

Description of stock

   109

Certain provisions of Maryland law and of our charter and bylaws

   115

Extra Space Storage LP partnership agreement

   120

Shares eligible for future sale

   124

U.S. federal income tax considerations

   126

ERISA considerations

   146

Underwriting

   150

Legal matters

   155

Experts

   155

Where you can find more information

   155

Index to financial statements

   F-1

 

Through and including                      , 2004 (the 25th day after the date of this prospectus), federal securities laws may require all dealers that effect transactions in our common stock, whether or not participating in the offering, to deliver a prospectus. This is in addition to the dealers’ obligation to deliver a prospectus when acting as underwriters and with respect to their unsold allotments or subscriptions.

 


 

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Prospectus summary

 

You should read the following summary together with the more detailed information regarding our company, including under the caption “Risk Factors,” and the historical and pro forma financial statements, including the related notes, appearing elsewhere in this prospectus. Unless the context otherwise requires or indicates, references in this prospectus to “Extra Space Storage,” “we,” “our company,” “our” and “us” refer to Extra Space Storage Inc., a Maryland corporation, together with our consolidated subsidiaries, including Extra Space Storage LP, a Delaware limited partnership, which we refer to in this prospectus as our “operating partnership,” Extra Space Management, Inc., a Utah corporation, which we refer to in this prospectus as our “taxable REIT subsidiary,” and Extra Space Storage LLC, a Delaware limited liability company, and its affiliates which we refer to in this prospectus as the “Extra Space Predecessor” or “our predecessor.” Unless the context otherwise indicates, the information about our company assumes that the formation transactions described in this prospectus have been completed. In addition, the information contained in this prospectus assumes that the underwriters’ over-allotment option is not exercised, and the common stock to be sold in the offering is sold at $             per share, which is the mid-point of the price range indicated on the cover page of this prospectus. References to “common stock” exclude contingent conversion shares, or CCSs, unless otherwise indicated.

 

OVERVIEW

 

We are a fully integrated, self-administered and self-managed real estate investment trust formed to continue the business commenced in 1977 by our predecessor companies to own, operate, acquire, develop and redevelop professionally managed self-storage properties. Since 1996, our fully integrated development and acquisition teams have completed the development or acquisition of more than 104 self-storage properties and we continue to evaluate a range of new growth initiatives and opportunities for our company. To enable us to maximize revenue generating opportunities for our properties, we employ a state-of-the-art proprietary web-based tracking and yield management technology called STORE. Developed by our management team, STORE enables us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions.

 

We currently own and operate 110 self-storage properties located in 15 states, 92 of which are wholly owned and 18 of which are held in joint ventures with third parties, and we also manage for third parties an additional 12 properties. Our properties are generally situated in convenient, highly-visible in-fill locations regionally clustered around high-density, high-income population centers, such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and San Francisco. Our properties contain an aggregate of approximately 7.1 million net rentable square feet of space configured in approximately 69,700 separate storage units as of February 29, 2004, with an average annual rent per occupied square foot for the year ended December 31, 2003 of approximately $17.71. As of February 29, 2004, our stabilized portfolio (which consists of 82 properties) was on average 84.6% occupied, while our lease-up portfolio (which consists of 28 properties) was on average 56.7% occupied. We consider a property to be in the lease-up stage after it has been issued a certificate of occupancy but before it has achieved stabilization. We consider a property to be stabilized once it either has achieved an 85% occupancy rate, or has been open for four years. Over the next 24 months, we expect our lease-up properties to achieve 85% occupancy, which we believe is in-line with lease-up periods typical in the self-storage industry.

 

As of February 29, 2004, we had more than 52,000 tenants leasing storage units at our 110 properties, primarily on a month-to-month basis, providing us with flexibility to increase rental rates over time as market conditions permit. Although our leases are short-term in duration, our typical tenant tends to remain at our properties for an extended period of time. For properties that were stabilized as of February 29, 2004, the average length of stay for our tenants was approximately 16 months.

 

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Members of our senior management team have significant experience in all aspects of the self-storage industry, with an average of more than nine years of industry experience. Our senior management team has collectively acquired and/or developed more than 150 properties during the past 25 years for our predecessor and other entities. Kenneth M. Woolley, our Chairman and Chief Executive Officer, and Richard S. Tanner, our Senior Vice President, East Coast Development, have worked in the self-storage industry since 1977 and led two of the earlier self-storage facility development projects in the United States. In addition, eight members of our management team have worked together for our predecessors for more than five years. Members of this management team have guided our predecessor through substantial growth, developing and acquiring $543 million in assets since 1996. Our senior management team funded this growth with internal funds and more than $268 million raised in private equity capital since 1998, largely from sophisticated, high net-worth individuals and institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments.

 

Our principal corporate offices are located at 2795 East Cottonwood Parkway, Suite 400, Salt Lake City, Utah 84121, our website address is www.extraspace.com and our telephone number is (801) 562-5556. The information included in our website is not considered to be a part of this prospectus. Upon completion of the offering and the formation transactions, substantially all of our business will be conducted through Extra Space Storage LP, our operating partnership, and our primary assets will be our general partner and limited partner interests in Extra Space Storage LP. This structure is commonly referred to as an umbrella partnership REIT, or UPREIT.

 

THE SELF-STORAGE INDUSTRY

 

Self-storage refers to properties that offer do-it-yourself, month-to-month storage space rental for personal or business use. Self-storage provides a convenient way for individuals and businesses to store their possessions, whether due to a life-change, or simply because of a need for extra storage space. According to the 2004 Self-Storage Almanac, there were approximately 37,000 self-storage properties in the United States in 2003 with average occupancy rates of 84.6%, compared with approximately 19,500 U.S. self-storage properties in 1992 with average occupancy rates of 84.4%. As population densities have increased in the United States, there has been an increase in self-storage awareness and development, which we expect will continue in the future.

 

The self-storage industry is also characterized by fragmented ownership. According to the 2004 Self-Storage Almanac, as of December 31, 2003 the top five and top 50 self-storage companies in the United States owned only approximately 10.2% and 15.7%, respectively, of the total U.S. self-storage properties. We believe this market fragmentation will provide opportunities for continued consolidation in the self-storage industry, particularly for well-capitalized, publicly-traded companies with experienced acquisition teams.

 

We have found that the factors most important to tenants when choosing a self-storage site are a convenient location, a clean environment, friendly service and a professional helpful staff. Our experience also indicates that successfully competing in the self-storage industry requires an experienced and dedicated management team that is supported by an efficient and flexible operating platform that is responsive to tenants’ needs and expectations.

 

COMPETITIVE STRENGTHS

 

We believe we distinguish ourselves from other owners, operators and developers of self-storage properties in a number of ways and enjoy significant competitive strengths, which include:

 

Ø Geographic Diversity Combined with Concentration in Strong Markets.

 

Our properties are generally situated in convenient, highly-visible in-fill locations clustered around large population centers such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and

 

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San Francisco. The clustering of our assets around these population centers enables us to reduce our operating costs through economies of scale. At the same time, we believe that the significant size and overall geographic diversification of our portfolio reduces risks associated with economic downturns or natural disasters in any one market in which we operate.

 

Ø Strong Property and Operating Management Capabilities.

 

We have developed and utilize a comprehensive centralized approach to property and operational management to maximize the operating performance of our properties. We use STORE to support all aspects of our property management operations, enabling our management team to centrally analyze, set and adjust rental rates in real time on a case-by-case basis across our entire portfolio to maximize revenue-generating opportunities.

 

Ø Consumer Oriented Marketing Approach.

 

Our property management and operations groups are supported by our marketing team that provides sales, marketing and advertising support for our properties and operations. We employ highly targeted direct response marketing programs, such as direct mail and coupon mailers, in combination with more broad-based marketing initiatives such as advertising in the Yellow Pages and on the internet.

 

Ø Successful Acquirer and Developer of Properties.

 

Our fully-integrated development and acquisition teams have completed the development or acquisition of more than 104 different self-storage properties since 1996. We believe that we have developed a reputation as a trusted and reliable buyer. In addition, following completion of the offering and the formation transactions, we expect to be one of only two publicly-traded REITs in the self-storage industry that is organized in the UPREIT format, which will enable us to acquire new properties from tax-deferred transactions.

 

Ø Experienced Senior Management Team.

 

Our Chairman and Chief Executive Officer, Kenneth M. Woolley, and our co-founder, Richard S. Tanner, have been in the self-storage business for more than 25 years. Together, they have acquired or developed more than 150 self-storage properties. Our senior management team has an average of more than nine years of self-storage experience.

 

Ø Nationally-Recognized Institutional Joint Venture Partners.

 

We have developed and/or acquired more than 72 properties since 1999 employing strategic joint ventures with nationally-recognized institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments. We believe our reputation for quality within our industry, and our management and development expertise, make us an attractive strategic partner for institutional investors.

 

BUSINESS AND GROWTH STRATEGIES

 

Our primary business objectives are to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. Our business strategy to achieve these objectives consists of the following elements:

 

Ø Maximize Cash Flow at Our Properties.

 

We will seek to maximize revenue generating opportunities by responding to changing local market conditions through interactive yield management of the rental rates at our properties.

 

Ø Pursue Opportunities to Acquire Privately-Held Self-Storage Portfolios.

 

We intend to selectively acquire, for cash or by utilizing units in our operating partnership as acquisition currency, privately-held self-storage portfolios and single self-storage assets in our target markets.

 

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Ø Strategically Select and Develop Sites.

 

We plan to continue to expand also by selecting and developing new self-storage properties with cost-effective, appealing construction in desirable areas based on specific data, including visibility and convenience of location, market occupancy and rental rates, market saturation, traffic count, household density, median household income, barriers to entry and future demographic and migration trends. We currently have 10 properties under contract that we believe are suitable for new property developments and are proceeding with the requisite due diligence for these properties. We also have a right of first refusal with respect to sales of the interests in the 13 early-stage development properties owned by Extra Space Development LLC. We also are currently reviewing more than 20 other sites that we believe may also be suitable development candidates.

 

Ø Continue Joint Venture Strategy to Pursue Development Opportunities and Enhance Returns.

 

We plan to grow our business by continuing our development activities in conjunction with our joint venture partners, while mitigating the risks normally associated with early-stage development and lease-up activities. Where appropriate, we will also seek to acquire properties in a capital efficient manner in conjunction with our joint venture partners.

 

SUMMARY RISK FACTORS

 

You should carefully consider the matters discussed in the section “Risk Factors” beginning on page 18 prior to deciding whether to invest in our common stock. Some of the risks include:

 

Ø   We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth and negatively affect our results of operations.

 

Ø   Our ability to pay our estimated initial annual distribution, which represents approximately             % of our estimated cash available for distribution to our common stockholders for the twelve months ended December 31, 2004, depends upon our actual operating results, and we may have to borrow under our proposed line of credit to pay this distribution, which could slow our growth.

 

Ø   We have high concentrations of self-storage properties in the California, Massachusetts and New Jersey markets, and changes in the economic climates of these markets may materially adversely affect us.

 

Ø   Our operating results will be harmed if we are unable to achieve and sustain high occupancy rates at our 28 lease-up properties.

 

Ø   Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.

 

Ø   Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

 

Ø   Upon completion of the offering and the formation transactions, our two largest stockholders, our Chairman and Chief Executive Officer and one of our other directors, and their respective affiliates will own             % and             %, respectively, of our outstanding common stock on a fully-diluted basis and will have the ability to exercise significant control of our company and any matter presented to our stockholders.

 

Ø   Our Chairman and Chief Executive Officer and other members of our senior management have outside business interests which could divert their time and attention away from us, which could harm our business.

 

Ø   Our business could be harmed if key personnel with long-standing business relationships in the self-storage industry terminate their employment with us.

 

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Ø   Our investments in development and redevelopment projects may not yield anticipated returns, which would harm our operating results and reduce the amount of funds available for distributions.

 

Ø   We may assume unknown liabilities in connection with the formation transactions, which could harm our financial condition.

 

Ø   If you purchase shares of common stock in the offering, you will experience immediate and significant dilution in the book value of our common stock offered in the offering equal to $             per share.

 

OWNED PROPERTIES

 

We currently own and operate 110 self-storage properties located in 15 states, 92 of which are wholly owned and 18 of which are held in joint ventures with third parties. The following tables set forth summary information regarding our 82 stabilized and our 28 lease-up properties as of February 29, 2004:

 

Stabilized Property Data

 

     Number of

               
State    Properties    Units    Net Rentable
Square Feet
   Occupancy Rate(1)     Total 2003 Revenue

California

   25    15,023    1,566,578    87.8 %   $ 19,864,901

Massachusetts

   19    9,545    990,370    77.7       13,544,122

New Jersey

   12    9,910    971,998    85.2       12,114,835

Florida

   7    5,286    477,958    88.3       5,454,227

New York

   3    2,784    195,470    84.6       3,658,981

Pennsylvania

   4    2,122    249,951    84.2       2,205,945

Colorado

   4    1,798    230,968    83.1       1,467,942

New Hampshire

   3    1,427    156,625    88.5       1,457,960

Missouri

   2    808    97,517    91.2       864,249

Arizona

   1    480    57,630    87.2       470,080

Utah

   1    551    72,750    79.1       431,342

Nevada

   1    459    56,500    93.1       275,966
    
  
  
        

Total

   82    50,193    5,124,315    84.6 %   $ 61,810,550
    
  
  
        


(1)   Occupancy rate is the total occupied square feet divided by total net rentable square feet.

 

Lease-Up Property Data

 

     Number of

               
State    Properties    Units   

Net Rentable

Square Feet

   Occupancy Rate(1)     Total 2003 Revenue

Pennsylvania

   3    2,475    272,781    77.8 %   $ 2,748,856

California

   6    3,731    418,062    60.9       2,101,563

New York

   4    3,017    252,445    63.8       2,062,749

New Jersey

   4    3,248    259,873    49.6       1,720,232

Massachusetts

   6    3,517    378,405    43.5       1,369,084

Maryland

   1    971    149,780    72.6       1,277,367

Illinois

   2    1,138    145,240    43.5       372,019

Connecticut

   2    1,378    124,540    29.5       347,036
    
  
  
        

Total

   28    19,475    2,001,126    56.7 %   $ 11,998,906
    
  
  
        


(1)   Occupancy rate is the total occupied square feet divided by total net rentable square feet.

 

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HISTORICAL PERFORMANCE

 

The following tables set forth, on a historical basis, the monthly average occupancy rates and the average rent per occupied square foot for our stabilized properties and for our lease-up properties for the periods identified below. For purposes of the following tables, the total number of properties includes all wholly owned and joint venture properties of our predecessor and excludes nine properties purchased by us during 2004 and one property identified for acquisition by us in 2004. As illustrated by the data included in the tables below, despite conditions that were unfavorable for the self-storage industry for the periods presented, we have successfully maintained occupancy rates at our stabilized properties while our occupancy rates at our lease-up properties have continued to grow.

 

Stabilized Properties

 

          Monthly Average
Occupancy Rates(1)


 
Year of Stabilization (Number of Properties)    Net Rentable
Square Feet
   2001     2002     2003  

 

2001 and earlier (54)

   3,223,159    84.5 %   87.2 %   86.8 %

2002 (7)

   395,972          80.2     84.4  

2003 (11)

   869,820                86.1  

 

     Average Rent Per Occupied
Square Foot(2)


Year of Stabilization (Number of Properties)    2001    2002    2003

2001 and earlier (54)

   $ 15.24    $ 15.80    $ 16.20

2002 (7)

            17.39      17.84

2003 (11)

                   20.71

(1)   The monthly average occupancy rate is the average of the occupancy rates at the end of each month in each designated calendar year. The occupancy rates were calculated by dividing total occupied square feet by our total square feet available at the end of each month for the properties indicated.
(2)   The average rent per occupied square foot was calculated by dividing the aggregate annual property rental revenues by the occupied square feet for the properties indicated.

 

Lease-Up Properties

 

          Monthly Average
Occupancy Rates(1)


 
Year Certificate of Occupancy Obtained (Number of Properties)    Net Rentable
Square Feet
   2001     2002     2003  

 

2001 and earlier (2)

   137,812    46.8 %   63.1 %   68.5 %

2002 (4)

   257,400          51.4     68.9  

2003 (12)

   766,158                47.1  

 

     Average Rent Per Occupied
Square Foot(2)


Year Certificate of Occupancy Obtained (Number of Properties)    2001    2002    2003

2001 and earlier (2)

   $ 18.53    $ 20.71    $ 21.11

2002 (4)

            16.05      17.06

2003 (12)

                   17.69

(1)   The monthly average occupancy rate is the average of the occupancy rates at the end of each month in each designated calendar year. The occupancy rates were calculated by dividing total occupied square feet by our total square feet available at the end of each month for the properties indicated.
(2)   The average rent per occupied square foot was calculated by dividing the aggregate annual property rental revenues by the occupied square feet for the properties indicated.

 

 

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FORMATION TRANSACTIONS

 

We currently conduct our business relating to the ownership, operation, acquisition, development and redevelopment of self-storage properties through our predecessor, Extra Space Storage LLC, which is organized as a Delaware limited liability company, and certain affiliated companies. The ownership interests in Extra Space Storage LLC consist of Class A (voting and non-voting), Class B, Class C and Class E membership interests, which are held by Kenneth M. Woolley, our Chairman and Chief Executive Officer, and his affiliates, other members of our senior management team and their affiliates, certain of our employees, and other third-party investors. We refer to the Class A, Class B, Class C and Class E membership interests collectively as the “membership interests.” Our existing portfolio of properties is held directly by Extra Space Storage LLC, by its wholly owned subsidiaries or in joint ventures with third-party investors.

 

Contribution and Exchange by Members of Extra Space Storage LLC

 

Prior to or concurrently with the closing of the offering, we will engage in a series of transactions, which we refer to in this prospectus as the formation transactions, that are intended to reorganize our company, facilitate the offering, refinance our existing indebtedness and allow the owners of our predecessor and certain affiliated companies to exchange their existing membership interests for              shares of common stock,              units of limited partnership interests in our operating partnership, or OP units,              CCSs and              contingent conversion units, or CCUs, which we refer to collectively in this section as equity securities, and $             in cash. We will issue the CCSs and CCUs in exchange for the contribution by the owners of our predecessor of 14 early-stage lease-up properties which we will wholly own upon completion of the offering and the formation transactions.

 

CCSs and CCUs will generally not carry any voting rights or entitle their holders to receive distributions. Upon the achievement of certain performance thresholds relating to the 14 lease-up properties described above, all or a portion of the CCSs and the CCUs will be automatically converted into shares of our common stock or OP units, as described elsewhere in this prospectus. Initially, each CCS and CCU will be convertible on a one-for-one basis into shares of common stock or OP units, subject to customary anti-dilution adjustments. These performance thresholds have been structured to result in the conversion of CCSs into shares of common stock and CCUs into OP units on a proportionate basis as the net operating income produced by the 14 lease-up properties grows from $5.1 million to $9.7 million over any of the 12-month measurement periods commencing with the 12 months ended March 31, 2006 and ending with the 12 months ending December 31, 2008. For the 12-month period ended December 31, 2003, the net operating income produced by these lease-up properties (which were       % occupied on a weighted average basis as of the end of this period) totaled $            . This means that none of the CCS or CCUs will convert into shares of common stock or OP units until the net operating income produced by these lease up properties first increases by a minimum of $           over any of the 12-month measurement periods. No CCSs or CCUs will be convertible prior to March 31, 2006 nor for any measurement period after December 31, 2008. See “Formation Transactions—Contribution and Exchange by Members of Extra Space Storage LLC,” “Description of Stock—Contingent Conversion Shares” and “Extra Space Storage LP Partnership Agreement—Contingent Conversion Units.”

 

Based upon the initial public offering price of our common stock, the aggregate value of the shares of common stock and OP units to be issued in the formation transactions is approximately $            , which is in addition to the approximately $28.6 million in cash that will be paid to certain third-party holders of the Class A, Class B and Class C membership interests. Further, assuming that each CCS and CCU is also valued at $            , the aggregate value of the CCSs and CCUs issued in the formation transactions is approximately $            , assuming conversion of all such CCSs and CCUs. The aggregate historical combined net tangible book value of the membership interests to be contributed to us was approximately $             as of December 31, 2003. The existing holders of membership interests in Extra Space Storage

 

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LLC who will receive equity securities include members of our board of directors and members of our senior management team. The aggregate number of equity securities to be received by each such person and his or her affiliates and the net tangible book value attributable to such costs paid by such person for the membership interests to be contributed to us are set forth below under the heading “Benefits to Related Parties.”

 

Joint Venture Restructuring

 

In connection with the formation transactions, we have acquired or will acquire the interests of our joint venture partners in all but three of our existing joint ventures to be funded in part out of the net proceeds of the offering. Our operating partnership has acquired or will acquire the joint venture interests held by various third parties unrelated to our management, for an aggregate of $116.7 million in cash and OP units having an aggregate value (based on the initial public offering price) of approximately $             million.

 

Extra Space Development LLC

 

Effective January 1, 2004, our predecessor distributed to certain holders of its Class A membership interests, 100% of the membership interests in Extra Space Development LLC, which was previously a wholly owned subsidiary of our predecessor. Extra Space Development LLC owns interests in 13 early- stage development properties and two parcels of undeveloped land, which are currently subject to significant construction-related indebtedness and have been incurring substantial development-related expenditures. In connection with this distribution, Extra Space Development LLC entered into property management and development agreements with our taxable REIT subsidiary, Extra Space Management, Inc., which is described herein under “Certain Relationships and Related Transactions—Agreements with Extra Space Development LLC.” Extra Space Development LLC has granted us a right of first refusal with respect to the interests in the 13 properties described above. Extra Space Development LLC is owned by third-party individuals, as well as by executive officers and directors in the following approximate percentages: Kenneth M. Woolley (33%), Spencer F. Kirk (33%), Richard S. Tanner (7%), Kent Christensen (3%), Charles L. Allen (2%), David L. Rasmussen (0.5%) and Timothy Arthurs (0.5%).

 

Centershift, Inc.

 

Effective January 1, 2004, we entered into a license agreement with Centershift, Inc. which secures for our company a perpetual right to continue to enjoy the benefits of STORE in all aspects of our property acquisition, development, redevelopment and operational activities, while the cost of maintaining the infrastructure required to support this product remains the responsibility of Centershift. This license agreement provides for an annual license fee payable by us which we estimate for the year ended December 31, 2004 will aggregate approximately $130,000, in exchange for which we will receive all product upgrades and enhancements and customary customer support services from Centershift. Centershift is required to secure our consent before entering into a license covering STORE with other publicly-traded self-storage companies. Centershift is owned by third-party individuals, as well as by executive officers and directors in the following approximate percentages: Kenneth M. Woolley (28%), Spencer F. Kirk (29%), Richard S. Tanner (7%), Kent Christensen (3%), Charles L. Allen (2%), David L. Rasmussen (0.4%) and Timothy Arthurs (0.4%).

 

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OUR STRUCTURE

 

The following chart reflects our corporate organization following completion of the offering and the formation transactions:

 

 

LOGO

 

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BENEFITS TO RELATED PARTIES

 

Upon completion of the offering and the formation transactions, our senior executive officers and members of our board of directors will receive material financial and other benefits, as shown below. For a more detailed discussion of these benefits see “Management,” “Benefits to Related Parties” and “Certain Relationships and Related Transactions.”

 

Formation Transactions

 

In connection with the formation transactions, the following executive officers, directors and director nominees of our company will exchange membership interests in our predecessor for securities in our company and in our operating partnership, as described below:

 

Name


  

Securities Received


Kenneth M. Woolley

   Together with his affiliates,              shares of common stock,              OP units,              CCSs and              CCUs (with a combined aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

Spencer F. Kirk

   Together with his affiliates,              shares of common stock,              OP units,              CCSs and              CCUs (with a combined aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

Kent W. Christensen

                shares of common stock and              CCSs (with an aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

Charles L. Allen

                shares of common stock and              CCSs (with an aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

Timothy Arthurs

                shares of common stock and              CCSs (with an aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

David L. Rasmussen

                shares of common stock and              CCSs (with an aggregate value of $            ) in exchange for membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

Richard S. Tanner

   Together with his affiliates,              shares of common stock and              CCSs (with an aggregate value of $            ) in exchange membership interests having an aggregate net tangible book value attributable to such interests as of December 31, 2003 of approximately $            .

 

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Release of Guarantees

 

Upon completion of the offering and the formation transactions, the following individuals will be released from guarantees related to the indebtedness described below:

 

Name


  

Guarantees Released


Kenneth M. Woolley

   Release of guarantees of approximately $66 million of outstanding indebtedness.

Spencer F. Kirk

   Release of guarantees of approximately $24 million of outstanding indebtedness.

 

Employment Agreements

 

Upon closing of the offering, Kenneth M. Woolley, Kent W. Christensen and Charles L. Allen each will enter into an employment agreement with our company each of which will have a term of three years, with automatic one year renewals and will provide for an annual base salary, eligibility for annual bonuses, eligibility for participation in our 2004 long-term stock incentive plan and participation in all of the employee benefit plans and arrangements made available by us to our similarly situated executives.

 

Stock Options

 

Upon closing of the offering, stock options will be granted to the following individuals to purchase the number of shares of our common stock set forth below, with an exercise price equal to the initial public offering price:

 

Name


  

Number
of Options


Kenneth M. Woolley

     80,000 

Spencer F. Kirk

     15,000

Kent W. Christensen

     50,000

Charles L. Allen

     35,000

Timothy Arthurs

     35,000

David L. Rasmussen

     25,000

Richard S. Tanner

     25,000

Anthony Fanticola

     15,000

Dean Jernigan

     15,000

Roger B. Porter

     15,000
    

Total

   310,000
    

 

Sale of Extra Space Management, Inc.

 

In order to bring our predecessor’s employees and employee benefit programs within our organizational structure, our predecessor acquired Extra Space Management, Inc. from Kenneth M. Woolley, Spencer M. Kirk and Richard S. Tanner for an aggregate of approximately $181,000.

 

Registration Rights Agreement

 

As holders of OP units, common stock and/or CCSs, our executive officers and directors will receive registration rights with respect to shares of our common stock acquired by them.

 

Repayment of a Note

 

We will use approximately $4.1 million of the net proceeds of the offering to repay a note held by Anthony and Joann Fanticola, cotrustees of the Anthony and Joann Fanticola Trust.

 

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Aircraft Dry Lease

 

SpenAero, L.L.C., an affiliate of Spencer F. Kirk, will enter into an Aircraft Dry Lease with us which provides that we have the right to use a 2002 Falcon 50EX aircraft owned by SpenAero, L.L.C. at a rate of $1,740 for each hour of use by us of the aircraft and the payment of all taxes by us associated with our use of the aircraft.

 

PROPOSED LINE OF CREDIT

 

We are currently in advanced stages of negotiations with Wells Fargo Bank, N.A. and certain other banks regarding establishing a proposed $100.0 million line of credit. We currently expect to enter into this proposed line of credit on or shortly after completion of the offering. Assuming that we enter into this proposed line of credit, we will have $65.0 million available for borrowings under this proposed line of credit. We expect to use this line of credit to fund the equity portion of acquisitions and our portion of joint venture development projects.

 

OUR OWNERSHIP LIMIT

 

Due to limitations on the concentration of ownership of REIT stock imposed by the Internal Revenue Code of 1986, as amended, or the Internal Revenue Code, our charter documents generally prohibit any person from actually or constructively owning more than             % (by value or by number of shares, whichever is more restrictive) of our common stock or             % (by value or by number of shares, whichever is more restrictive) of our outstanding capital stock. Our charter documents, however, will permit exceptions to be made for stockholders provided our board of directors determines such exceptions will not jeopardize our tax status as a REIT. In addition, different ownership limits will apply to Kenneth M. Woolley, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing and Spencer F. Kirk, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing.

 

OUR TAX STATUS

 

We intend to elect to qualify as a REIT under Sections 856 through 860 of the Internal Revenue Code, commencing with our taxable year ending December 31, 2004. We believe that we will be organized in conformity with the requirements for qualification and taxation as a REIT and that our proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT for U.S. federal income tax purposes. We expect to receive an opinion of Clifford Chance US LLP to the effect that commencing with our taxable year ending December 31, 2004, we have been organized in conformity with the requirements for qualification and taxation as a REIT under the Internal Revenue Code, and that our proposed method of operation will enable us to meet the requirements for qualification and taxation as a REIT.

 

To maintain our REIT status, we must meet a number of organizational and operational requirements, including a requirement that we annually distribute at least 90% of our net taxable income, excluding net capital gains, to our stockholders. As a REIT, we generally will not be subject to U.S. federal income tax on net taxable income that we currently distribute to our stockholders. If we fail to qualify as a REIT in any taxable year, we will be subject to U.S. federal income tax at regular corporate rates. Even if we qualify for taxation as a REIT, we may be subject to some U.S. federal, state and local taxes on our income or property and the income of our taxable REIT subsidiary will be subject to taxation at normal corporate rates. See “U.S. federal income tax considerations.”

 

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DISTRIBUTION POLICY

 

We intend to make regular quarterly distributions to holders of our common stock. We intend to pay a pro rata distribution with respect to the period commencing on the completion of the offering and ending             , 2004, based on a distribution of $             per share for a full quarter. On an annualized basis, this would be $             per share, of which we currently estimate that approximately             % may represent a return of capital for tax purposes, or an annual distribution rate of approximately             % based on the initial public offering price of $             per share. We estimate that this initial annual distribution will represent approximately             % of our estimated cash available for distribution to our common stockholders for the year ended December 31, 2004. We have estimated our cash available for distribution to our common stockholders for the year ended December 31, 2004 based on adjustments to our pro forma net income available to common stockholders/funds from operations before allocation to minority interest for the year ended December 31, 2003 (giving effect to the offering and the formation transactions). This estimate was based upon our predecessor’s historical operating results and does not take into account our growth initiatives which are intended to improve our occupancy and operating results, nor does it take into account any unanticipated expenditures we may have to make or any debt we may have to incur. We intend to maintain our initial distribution rate for the 12-month period following completion of the offering unless our actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate. Unless our operating cash flow increases, we expect that we will be required either to fund future distributions from borrowings under our proposed line of credit or to reduce such distributions. If we use working capital or borrowings under our proposed line of credit to fund these distributions, this will reduce the cash we have available to fund our acquisition and development activities and other growth initiatives. See “Distribution Policy” for more information.

 

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The offering

 

Common stock offered by us

             shares(1)

 

Common stock to be outstanding after the offering

             shares(1)(2)

 

Common stock and OP units to be outstanding after the offering

             shares and units(1)(2)

 

Use of proceeds

We intend to use the net proceeds of the offering together with a new $37.0 million proposed variable rate mortgage due 2007, as follows:

 

  Ø   repayment of existing indebtedness related to our initial assets ($111.5 million);

 

  Ø   purchase of interests of certain joint venture partners in connection with the formation transactions including to retire certain loans incurred in connection with such purchase ($38.5 million);

 

  Ø   repayment of certain short term notes payable and related party payables ($28.6 million);

 

  Ø   redemption of certain holders of Class A, Class B and Class C membership interests in our predecessor ($26.8 million);

 

  Ø   repayment of the Fidelity minority interest ($22.4 million);

 

  Ø   acquisition of properties ($20.2 million); and

 

  Ø   payment of certain loan exit fees for existing mortgage loans and related party payables ($4.4 million).

 

 

We will use the remainder of the net proceeds for working capital and general corporate purposes, including future acquisitions and development activities.

 

Proposed NYSE symbol

“EXR”


(1)   Excludes              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option.
(2)   Excludes              shares of common stock reserved for issuance upon the exercise of options to be granted prior to or concurrently with the offering with an exercise price equal to the initial public offering price,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of              CCSs issued pursuant to the formation transactions and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of              CCUs).

 

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Summary consolidated pro forma and historical financial data

 

The following table shows summary consolidated pro forma financial data for our company and historical financial data for the Extra Space Predecessor for the periods indicated. You should read the following summary pro forma and historical financial data together with “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” the pro forma and historical consolidated financial statements and related notes included elsewhere in this prospectus.

 

The following summary consolidated historical financial data has been derived from financial statements audited by PricewaterhouseCoopers LLP, independent accountants. Consolidated balance sheets as of December 31, 2003 and 2002 and the related consolidated statements of operations and of cash flows for the three years in the period ended December 31, 2003, and the related notes thereto appear elsewhere in this prospectus.

 

Our unaudited summary consolidated pro forma results of operations data and balance sheet data for the year ended December 31, 2003 give effect to the formation transactions, the offering, the use of proceeds from the offering and certain related transactions as described elsewhere herein. Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the dates and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

 

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     Company

    Extra Space Predecessor

 
     Pro Forma
Year Ended
December 31,


   

Historical Consolidated

Year Ended December 31,


 
     2003     2003     2002     2001  

 
     (dollars in thousands, except per share data)  

Statement of Operations Data:

                                

Revenues:

                                

Property rental revenues

   $ 61,504     $ 33,054     $ 28,811     $ 19,375  

Management fees

     1,162       1,935       2,018       2,179  

Acquisition fees and development fees

     654       654       922       834  

Other income

     1,689       618       635       611  
    


 


 


 


Total revenues

     65,009       36,261       32,386       22,999  
    


 


 


 


Expenses:

                                

Property operating expenses

     25,683       14,858       11,640       8,152  

Unrecovered development/acquisition costs and support payments

     —         4,937       1,938       2,227  

Interest expense

     15,535       13,795       11,428       10,844  

General and administrative (1)

     8,225       8,297       5,916       6,750  

Depreciation and amortization (2)

     15,886       6,805       5,652       3,105  
    


 


 


 


Total expenses

     65,329       48,692       36,574       31,078  
    


 


 


 


Loss before minority interests, equity in earnings of real estate ventures and gain on sale of real estate assets

     (320 )     (12,431 )     (4,188 )     (8,079 )

Minority interest—Fidelity preferred return

     —         (4,132 )     (3,759 )     (322 )

Income allocated to minority interest

     —         (3,904 )     (2,781 )     (1,403 )

Equity in earnings of real estate ventures

     1,169       1,465       971       105  

Gain on sale of real estate assets

     672       672       —         4,677  
    


 


 


 


Net income (loss)

   $ 1,521     $ (18,330 )   $ (9,757 )   $ (5,022 )
    


 


 


 


Basic earnings (loss) per share (3)(4)

                                
    


                       

Diluted earnings (loss) per share (4)

                                
    


                       

Weighted average common shares outstanding—basic (4)

                                

Weighted average common shares outstanding—diluted (4)

                                

Balance Sheet Data (as of end of period):

                                

Investments in real estate, net of accumulated depreciation and amortization

   $ 533,456     $ 354,374     $ 306,415     $ 242,086  

Total assets

     578,167       383,751       332,290       270,265  

Mortgages and other secured loans

     329,481       273,808       231,025       178,552  

Total liabilities

     337,423       306,226       259,903       191,667  

Minority interest

     15,260       56,521       45,184       43,231  

Stockholders’/members’ equity

     225,484       21,004       27,203       35,367  

Total liabilities and stockholders’/members’ equity

     578,167       383,751       332,290       270,265  

Cash Flow Data:

                                

Funds from operations (5)

     11,518       (13,107 )     (6,471 )     (7,013 )

Net cash flow provided by (used in):

                                

Operating activities

             (5,342 )     1,842       (4,385 )

Investing activities

             (57,757 )     (65,666 )     (8,884 )

Financing activities

             68,384       63,051       18,867  

Other Data: (6)

                                

Total properties

     110       96       89       69  

Total net rentable square feet

     7,125,441       6,146,391       5,656,071       4,345,628  

Occupancy

     75.8 %     75.4 %     75.6 %     80.9 %

(footnotes on following page)

 

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(1)   General and administrative expenses of our predecessor have historically been paid to Extra Space Management, Inc. as management fees. Pro forma general and administrative expenses include estimated public company costs less reimbursements of development costs associated with third-party development projects.
(2)   Includes real estate depreciation and amortization of $10,311, amortization of intangibles related to tenant relationships acquired of $4,289 and other non-real estate depreciation of $1,287 .
(3)   Pro forma basic earnings (loss) per share is computed assuming the offering was consummated as of the first day of the period presented and equals pro forma net income (loss) available to common stockholders divided by the pro forma number of shares of our common stock outstanding, which amount excludes              shares of common stock reserved for issuance upon the exercise of options outstanding,              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option with respect to the offering,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of              CCSs outstanding and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of              CCUs).
(4)   The pro forma weighted average shares and earnings per share does not include the potential effects of the CCSs and CCUs as such securities would not have participated in earnings on a pro forma basis for the year ended December 31, 2003 had they been issued effective January 1, 2003. These securities will not participate in distributions until they are converted, which cannot occur prior to March 31, 2006. We are currently evaluating the accounting impact of the conversion of CCSs and CCUs into shares of common stock and OP units.
(5)   As defined by the National Association of Real Estate Investment Trusts, or NAREIT, funds from operations, or FFO, represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. We present FFO because we consider it an important supplemental measure of our operation performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.
(6)   Other data includes properties that we consolidated or in which we held an equity interest.

 

The following table presents the reconciliation of FFO to our net income (loss) before allocation to minority interest, which we believe is the most directly comparable GAAP measure to FFO:

 

     Company

    Extra Space Predecessor

 
    

Pro Forma
Year Ended
December 31,

2003

 

    Year Ended December 31,

 
Reconciliation of FFO:      2003     2002     2001  

 
     (dollars in thousands)  
                                  

Net income (loss)

   $ 1,521     $ (18,330 )   $ (9,757 )   $ (5,022 )

Plus:

                                

Real estate depreciation and amortization

     10,311       5,448       3,075       2,554  

Real estate depreciation and amortization included in equity in earnings of unconsolidated joint ventures

     358       447       211       132  

Less:

                                

Gain on sale of real estate assets

     (672 )     (672 )     —         (4,677 )
    


 


 


 


FFO(1)

   $ 11,518     $ (13,107 )   $ (6,471 )   $ (7,013 )
    


 


 


 



(1)   The FFO for the year ended December 31, 2003 of the company on a pro forma basis, as compared to the historical amount, has increased due to the purchase of the joint venture interest in 13 properties, the minority interest in 31 consolidated properties and the acquisition of 14 properties from third parties. These acquisitions resulted in an increase in revenues of approximately $29.0 million, and an increase in net income of approximately $19.8 million.

 

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Risk factors

 

Investment in our common stock involves risks. You should carefully consider the following risk factors in addition to other information contained in this prospectus before purchasing the common stock we are offering. The occurrence of any of the following risks might cause you to lose all or part of your investment. Some statements in this prospectus, including statements in the following risk factors, constitute forward-looking statements. Please refer to the section entitled “Statements Regarding Forward-Looking Information.”

 

RISKS RELATED TO OUR PROPERTIES AND OPERATIONS

 

Adverse economic or other conditions in the markets in which we do business could negatively affect our occupancy levels and rental rates and therefore our operating results.

 

Our operating results are dependent upon our ability to maximize occupancy levels and rental rates in our self-storage properties. Adverse economic or other conditions in the markets in which we operate may lower our occupancy levels and limit our ability to increase rents or require us to offer rental discounts. If our properties fail to generate revenues sufficient to meet our cash requirements, including operating and other expenses, debt service and capital expenditures, our net income, FFO, cash flow, financial condition, ability to make distributions to stockholders and common stock trading price could be adversely affected. The following factors, among others, may adversely affect the operating performance of our properties:

 

Ø   the national economic climate and the local or regional economic climate in the markets in which we operate, which may be adversely impacted by, among other factors, industry slowdowns, relocation of businesses and changing demographics;

 

Ø   periods of economic slowdown or recession, rising interest rates or declining demand for self-storage or the public perception that any of these events may occur could result in a general decline in rental rates or an increase in tenant defaults;

 

Ø   local or regional real estate market conditions such as the oversupply of self-storage or a reduction in demand for self-storage in a particular area;

 

Ø   perceptions by prospective users of our self-storage properties of the safety, convenience and attractiveness of our properties and the neighborhoods in which they are located;

 

Ø   increased operating costs, including need for capital improvements, insurance premiums, real estate taxes and utilities;

 

Ø   changes in supply of or demand for similar or competing properties in an area;

 

Ø   the impact of environmental protection laws;

 

Ø   earthquakes and other natural disasters, terrorist acts, civil disturbances or acts of war which may result in uninsured or underinsured losses; and

 

Ø   changes in tax, real estate and zoning laws.

 

We have high concentrations of self-storage properties in the California, Massachusetts and New Jersey markets, and changes in the economic climates of these markets may materially adversely affect us.

 

Our properties located in California, Massachusetts and New Jersey provided approximately 30%, 21% and 20%, respectively, of our pro forma total revenue for the year ended December 31, 2003. As a result of the geographic concentration of properties in these markets, we are particularly exposed to downturns

 


 

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in these local economies or other changes in local real estate market conditions. In addition, the properties in our California market could be subject to earthquakes and our New Jersey properties located in the New York City metropolitan area may have a higher likelihood of becoming targets of future terrorist acts. As a result of economic changes and geopolitical risks in these markets, our business, financial condition and operating results could be materially adversely affected.

 

If we are unable to promptly re-let our units or if the rates upon such re-letting are significantly lower than expected, then our business and results of operations would be adversely affected.

 

Virtually all of our leases are on a month-to-month basis. Any delay in re-letting units as vacancies arise would reduce our revenues and harm our operating results. In addition, lower than expected rental rates upon re-letting could impede our growth.

 

We face increasing competition for the acquisition of self-storage properties and other assets, which may impede our ability to make future acquisitions or may increase the cost of these acquisitions.

 

We compete with many other entities engaged in real estate investment activities for acquisitions of self-storage properties and other assets, including national, regional and local operators and developers of self-storage properties. These competitors may drive up the price we must pay for self-storage properties or other assets we seek to acquire or may succeed in acquiring those properties or assets themselves. In addition, our potential acquisition targets may find our competitors to be more attractive suitors because they may have greater resources, may be willing to pay more or may have a more compatible operating philosophy. In particular, larger self-storage REITs may enjoy significant competitive advantages that result from, among other things, a lower cost of capital and enhanced operating efficiencies. In addition, the number of entities and the amount of funds competing for suitable investment properties may increase. This competition will result in increased demand for these assets and therefore increased prices paid for them. Because of an increased interest in single-property acquisitions among tax-motivated individual purchasers, we may pay higher prices if we purchase single properties in comparison with portfolio acquisitions. If we pay higher prices for self-storage properties or other assets, our profitability will be reduced, and you may experience a lower return on your investment.

 

Our investments in development and redevelopment projects may not yield anticipated returns, which would harm our operating results and reduce the amount of funds available for distributions.

 

A key component of our growth strategy is exploring new-asset development and redevelopment opportunities through strategic joint ventures. To the extent that we engage in these development and redevelopment activities, they will be subject to the following risks normally associated with these projects:

 

Ø   we may be unable to obtain financing for these projects on favorable terms or at all;

 

Ø   we may not complete development projects on schedule or within budgeted amounts;

 

Ø   we may encounter delays or refusals in obtaining all necessary zoning, land use, building, occupancy and other required governmental permits and authorizations; and

 

Ø   occupancy rates and rents at newly developed or redeveloped properties may fluctuate depending on a number of factors, including market and economic conditions, and may result in our investment not being profitable.

 


 

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In deciding whether to develop or redevelop a particular property, we make certain assumptions regarding the expected future performance of that property. We may underestimate the costs necessary to bring the property up to the standards established for its intended market position or may be unable to increase occupancy at a newly acquired property as quickly as expected or at all. Any substantial unanticipated delays or expenses could adversely affect the investment returns from these development or redevelopment projects and harm our operating results, liquidity and financial condition, which could result in a decline in the value of our securities.

 

We may in the future develop self-storage properties in geographic regions where we do not currently have a significant presence and where we do not possess the same level of familiarity with development, which could adversely affect our ability to develop such properties successfully or at all or to achieve expected performance.

 

We rely to a large extent on the investments of our joint venture partners for funding our development and redevelopment projects. If our reputation in the self-storage industry changes or the number of investors considering us an attractive strategic partner is otherwise reduced, our ability to develop or redevelop properties could be affected, which would limit our growth.

 

We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede our growth and negatively affect our results of operations.

 

Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may not be successful in identifying suitable properties or other assets that meet our acquisition criteria or in consummating acquisitions or investments on satisfactory terms or at all. Failure to identify or consummate acquisitions will slow our growth, which could in turn adversely affect our stock price.

 

Our ability to acquire properties on favorable terms and successfully integrate and operate them may be constrained by the following significant risks:

 

Ø   competition from local investors and other real estate investors with significant capital, including other publicly-traded REITs and institutional investment funds;

 

Ø   competition from other potential acquirers may significantly increase the purchase price which could reduce our profitability;

 

Ø   satisfactory completion of due diligence investigations and other customary closing conditions;

 

Ø   failure to finance an acquisition on favorable terms or at all;

 

Ø   we may spend more than the time and amounts budgeted to make necessary improvements or renovations to acquired properties; and

 

Ø   we may acquire properties subject to liabilities and without any recourse, or with only limited recourse, with respect to unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by persons dealing with the former owners of the properties and claims for indemnification by general partners, directors, officers and others indemnified by the former owners of the properties.

 

In addition, strategic decisions by us such as acquisitions may adversely affect the price of our common stock.

 

 


 

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We may not be successful in integrating and operating acquired properties.

 

We expect to make future acquisitions of self-storage properties. If we acquire any self-storage properties, we will be required to integrate them into our existing portfolio. The acquired properties may turn out to be less compatible with our growth strategy than originally anticipated, may cause disruptions in our operations or may divert management’s attention away from day-to-day operations, which could impair our results of operations as a whole.

 

Our operating results will be harmed if we are unable to achieve and sustain high occupancy rates at our 28 lease-up properties.

 

Following completion of the offering and the formation transaction, 28 of our properties will be in their lease-up stage. Our lease-up properties require start-up expenditures and may not contribute to our growth until they reach stabilization or at all. Start-up costs may be higher than anticipated, and stabilized operating levels, if achieved, may take longer to reach than we expect. To the extent that our start-up costs are higher than anticipated or these properties fail to reach stabilization or achieve stabilization later than we expect, our operating results and our ability to make distributions to our stockholders may be adversely affected.

 

We depend upon our on-site personnel to maximize tenant satisfaction at each of our properties, and any difficulties we encounter in hiring, training and maintaining skilled field personnel may harm our operating performance.

 

As of December 31, 2003, we had more than 200 field personnel in the management and operating of our properties. The general professionalism of our site managers and staff are contributing factors to a site’s ability to successfully secure rentals. We also rely upon our field personnel to maintain clean and secure self-storage properties. If we are unable to successfully recruit, train and retain qualified field personnel, our occupancy levels and our operating performance may be harmed.

 

Other self-storage operators may employ STORE or a technology similar to STORE, which could adversely affect our ability to compete with them.

 

We rely on STORE to support all aspects of our business operations and to help us implement new development and acquisition opportunities and strategies. If other self-storage companies obtain a license to use STORE or develop a technology similar to STORE, our ability to compete in the self-storage industry and, as a result, our business, financial condition and operating results may be adversely affected.

 

Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash flow.

 

We maintain comprehensive liability, fire, flood, earthquake, wind (as deemed necessary or as required by our lenders), extended coverage and rental loss insurance with respect to our properties with policy specifications, limits and deductibles customarily carried for similar properties. Certain types of losses, however, may be either uninsurable or not economically insurable, such as losses due to earthquakes, riots, acts of war or terrorism. Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a property. In addition, if any such loss is insured, we may be required to pay a significant deductible on any claim for recovery of such a loss prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss. As a result, our operating results may be adversely affected.

 

Increases in taxes and regulatory compliance costs may reduce our revenue.

 

Costs resulting from changes in real estate tax laws generally are not passed through to tenants directly and will affect us. Increases in income, service or other taxes generally are not passed through to tenants under leases and may adversely affect our net income, funds from operations, or FFO, cash flow,

 


 

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financial condition, ability to pay or refinance our debt obligations, ability to make distributions to stockholders, and the per share trading price of our common stock. Similarly, changes in laws increasing the potential liability for environmental conditions existing on properties or increasing the restrictions on discharges or other conditions may result in significant unanticipated expenditures, which could adversely affect our business and results of operations.

 

Our predecessor had historical accounting losses; we may experience future losses.

 

Our predecessor had a loss before minority interests, equity in earnings of real estate ventures and gain on sale of real estate assets of approximately $12.4 million, $4.2 million and $8.1 million in the years ended December 31, 2003, 2002 and 2001, respectively. There can be no assurance that we will not incur net losses in the future.

 

We did not always obtain independent appraisals of our properties, and thus the consideration paid for these properties may exceed the value that may be indicated by third-party appraisals.

 

We did not always obtain third-party appraisals of the properties in connection with our acquisition of these properties and the consideration being paid by us in exchange for the initial properties may exceed the value as determined by third-party appraisals. The terms of these agreements and the valuation methods used to determine the value of the properties were determined by our senior management team.

 

RISKS RELATED TO THE REAL ESTATE INDUSTRY

 

Our primary business involves the ownership, operation and development of self-storage properties.

 

Our current strategy is to own, operate and develop only self-storage properties. Consequently, we are subject to risks inherent in investments in a single industry. Because investments in real estate are inherently illiquid, this strategy makes it difficult for us to diversify our investment portfolio and to limit our risk when economic conditions change. Decreases in market rents, negative tax, real estate and zoning law changes and changes in environmental protection laws may also increase our costs, lower the value of our investments and decrease our income, which would adversely affect our business, financial condition and operating results.

 

Any negative perceptions of the self-storage industry generally may result in a decline in our stock price.

 

To the extent that the investing public has a negative perception of the self-storage industry, the value of our common stock may be negatively impacted, which would result in our common stock trading at a discount below the inherent value of our assets as a whole.

 

Environmental compliance costs and liabilities associated with operating our properties may affect our results of operations.

 

Under various U.S. federal, state and local laws, ordinances and regulations, owners and operators of real estate may be liable for the costs of investigating and remediating certain hazardous substances or other regulated materials on or in such property. Such laws often impose such liability without regard to whether the owner or operator knew of, or was responsible for, the presence of such substances or materials. The presence of such substances or materials, or the failure to properly remediate such substances, may adversely affect the owner’s or operator’s ability to lease, sell or rent such property or to borrow using such property as collateral. Persons who arrange for the disposal or treatment of hazardous

 


 

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substances or other regulated materials may be liable for the costs of removal or remediation of such substances at a disposal or treatment facility, whether or not such facility is owned or operated by such person. Certain environmental laws impose liability for release of asbestos-containing materials into the air and third parties may seek recovery from owners or operators of real properties for personal injury associated with asbestos-containing materials.

 

Certain environmental laws also impose liability, without regard to knowledge or fault, for removal or remediation of hazardous substances or other regulated materials upon owners and operators of contaminated property even after they no longer own or operate the property. Moreover, the past or present owner or operator from which a release emanates could be liable for any personal injuries or property damages that may result from such releases, as well as any damages to natural resources that may arise from such releases.

 

Certain environmental laws impose compliance obligations on owners and operators of real property with respect to the management of hazardous materials and other regulated substances. For example, environmental laws govern the management of asbestos-containing materials and lead-based paint. Failure to comply with these laws can result in penalties or other sanctions.

 

We are not aware of any environmental issues that are expected to have a material adverse effect on the company. In order to assess the potential for liability for investigating and remediating contamination, we conduct an environmental assessment of each property prior to acquisition and manage our properties in accordance with environmental laws while we own or operate them. We have engaged qualified, reputable and adequately insured environmental consulting firms to perform environmental site assessments of all of our properties. No assurances can be given that existing environmental studies with respect to any of our properties reveal all environmental liabilities, that any prior owner or operator of our properties did not create any material environmental condition not known to us, or that a material environmental condition does not otherwise exist as to any one or more of our properties. There also exists the risk that material environmental conditions, liabilities or compliance concerns may have arisen after the review was completed or may arise in the future. Finally, future laws, ordinances or regulations and future interpretations of existing laws, ordinances or regulations may impose additional material environmental liability.

 

Two of our properties have been the subject of cleanup activities to address contamination that occurred prior to our ownership or operation of the sites. For a more detailed discussion of these two properties, see “Business and Properties—Environmental Matters.” While it is unlikely that that we would be required to perform cleanup activities at these sites or that we would be held responsible for cleanup costs, no assurances can be given that investigation or cleanup activities will not be required at these sites, or that we will not be held responsible for some portion of the cleanup costs.

 

Costs associated with complying with the Americans with Disabilities Act of 1990 may result in unanticipated expenses.

 

Under the Americans with Disabilities Act of 1990, or ADA, all places of public accommodation are required to meet certain federal requirements related to access and use by disabled persons. These requirements became effective in 1992. A number of additional U.S. federal, state and local laws may also require modifications to our properties, or restrict certain further renovations of the properties, with respect to access thereto by disabled persons. Noncompliance with the ADA could result in the imposition of fines or an award of damages to private litigants and also could result in an order to correct any non-complying feature, which could result in substantial capital expenditures. Although we believe that our properties are substantially in compliance with present requirements, we have not

 


 

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conducted an audit or investigation of all of our properties to determine our compliance and we cannot predict the ultimate cost of compliance with the ADA or other legislation. If one or more of our properties is not in compliance with the ADA or other legislation, then we would be required to incur additional costs to bring the facility into compliance. If we incur substantial costs to comply with the ADA or other legislation, our financial condition, results of operations, cash flow, per share trading price of our common stock and our ability to satisfy our debt service obligations and to make distributions to our stockholders could be adversely affected.

 

Illiquidity of real estate investments could significantly impede our ability to respond to adverse changes in the performance of our properties and harm our financial condition.

 

Because real estate investments are relatively illiquid, our ability to promptly sell one or more properties in our portfolio in response to changing economic, financial and investment conditions is limited. The real estate market is affected by many factors, such as general economic conditions, availability of financing, interest rates and other factors, including supply and demand, that are beyond our control. We cannot predict whether we will be able to sell any property for the price or on the terms set by us or whether any price or other terms offered by a prospective purchaser would be acceptable to us. We also cannot predict the length of time needed to find a willing purchaser and to close the sale of a property.

 

We may be required to expend funds to correct defects or to make improvements before a property can be sold. We cannot assure you that we will have funds available to correct those defects or to make those improvements. In acquiring a property, we may agree to lock-out provisions that materially restrict us from selling that property for a period of time or impose other restrictions, such as a limitation on the amount of debt that can be placed or repaid on that property. These lock-out provisions would restrict our ability to sell a property. These factors and any others that would impede our ability to respond to adverse changes in the performance of our properties could harm our financial condition and operating results.

 

Any investments in unimproved real property may take significantly longer to yield income-producing returns, if at all, and may result in additional costs to us to comply with re-zoning restrictions or environmental regulations.

 

We have in the past, and may in the future, invest in unimproved real property. Unimproved properties generally take longer to yield income-producing returns based on the typical time required for development. Any development of unimproved property may also expose us to the risks and uncertainties associated with re-zoning the land for a higher use or development and environmental concerns of governmental entities and/or community groups. Any unsuccessful investments or delays in realizing an income-producing return or increased costs to develop unimproved real estate would harm our financial condition and operating results.

 

RISKS RELATED TO OUR DEBT FINANCINGS

 

Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our properties or to pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the risk of default under our debt obligations.

 

Upon completion of the offering and the formation transactions, we expect to have approximately $329.5 million of outstanding indebtedness, 100% of which will be secured. We expect to incur additional debt in connection with future acquisitions. We may borrow under our proposed line of

 


 

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credit, or borrow new funds to acquire these future properties. Additionally, we do not anticipate that our internally generated cash flow will be adequate to repay our existing indebtedness upon maturity and, therefore, we expect to repay our indebtedness through refinancing and equity and/or debt offerings. Further, we may need to borrow funds to make distributions required to maintain our qualification as a REIT or to meet our expected distributions.

 

If we are required to utilize our proposed line of credit for purposes other than acquisition activity, this will reduce the amount available for acquisitions and could slow our growth. Therefore, our level of debt and the limitations imposed on us by our debt agreements could have significant adverse consequences, including the following:

 

Ø   our cash flow may be insufficient to meet our required principal and interest payments;

 

Ø   we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or distributions required to maintain our qualification as a REIT;

 

Ø   we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the terms of our original indebtedness;

 

Ø   because a portion of our debt bears interest at variable rates, an increase in interest rates could materially increase our interest expense;

 

Ø   we may be forced to dispose of one or more of our properties, possibly on disadvantageous terms;

 

Ø   after debt service, the amount available for distributions to our stockholders is reduced;

 

Ø   our debt level could place us at a competitive disadvantage compared to our competitors with less debt;

 

Ø   we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to changing business and economic conditions;

 

Ø   we may default on our obligations and the lenders or mortgagees may foreclose on our properties that secure their loans and receive an assignment of rents and leases;

 

Ø   we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt obligations; and

 

Ø   our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in default on other indebtedness or result in the foreclosures of other properties.

 

Our ability to pay our estimated initial annual distribution, which represents approximately             % of our estimated cash available for distribution to our common stockholders for the twelve months ended December 31, 2004, depends upon our actual operating results, and we may have to borrow funds under our proposed line of credit to pay this distribution, which could slow our growth.

 

We expect to pay an initial annual distribution of $                 per share, which represents approximately             % of our estimated cash available for distribution to our common stockholders for the twelve months ended December 31, 2004 calculated as described in “Distribution Policy.” Accordingly, we currently expect that we will be unable to pay our estimated initial annual distribution to stockholders out of cash available for distribution to our common stockholders as calculated in “Distribution Policy.” Unless our operating cash flow increases, we will be required either to fund future distributions from borrowings under our proposed line of credit or to reduce such distributions. If we need to borrow funds on a regular basis to meet our distribution requirements or if we reduce the amount of our distribution, our stock price may be adversely affected.

 


 

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We could become highly leveraged in the future because our organizational documents contain no limitation on the amount of debt we may incur.

 

Our organizational documents contain no limitations on the amount of indebtedness that we or our operating partnership may incur. Although we intend to maintain a balance between our total outstanding indebtedness and the value of our portfolio, we could alter this balance at any time. If we become more highly leveraged, then the resulting increase in debt service could adversely affect our ability to make payments on our outstanding indebtedness and to pay our anticipated distributions and/or the distributions required to maintain our REIT status, and could harm our financial condition.

 

Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our indebtedness and make distributions to our stockholders.

 

Upon completion of the offering and the formation transactions, we expect to have approximately $329.5 million of debt outstanding, of which approximately $79.6 million, or 24.2%, will be subject to variable interest rates. This variable rate debt had a weighted average interest rate of approximately 4.0% per annum as of December 31, 2003. Increases in interest rates on this variable rate debt would increase our interest expense, which could harm our cash flow and our ability to pay distributions. For example, if market rates of interest on this variable rate debt increased by 100 basis points, the increase in interest expense would decrease future earnings and cash flows by approximately $800,000 annually.

 

Failure to hedge effectively against interest rate changes may adversely affect our results of operations.

 

In general, we have limited our exposure to interest rate risks by borrowing at fixed rates. However, in certain cases we may seek to manage our exposure to interest rate volatility by using interest rate hedging arrangements. Hedging involves risks, such as the risk that the counterparty may fail to honor their obligations under an arrangement. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of operations and ability to make distributions to our stockholders.

 

RISKS RELATED TO OUR ORGANIZATION AND STRUCTURE

 

Upon completion of the offering and the formation transactions, our two largest stockholders, our Chairman and Chief Executive Officer and one of our other directors, and their respective affiliates will own             % and             %, respectively, of our outstanding common stock on a fully-diluted basis and will have the ability to exercise significant control of our company and any matter presented to our stockholders.

 

After completion of the offering, our two largest stockholders, our Chairman and Chief Executive Officer and one of our other directors, and their affiliates will own approximately             %, and             %, respectively, of our outstanding common stock, on a fully-diluted basis. Consequently, those stockholders, individually or to the extent their interests are aligned, collectively, may be able to control the outcome of matters submitted for stockholder action, including the election of our board of directors and approval of significant corporate transactions, including business combinations, consolidations and mergers and the determination of our day-to-day corporate and management policies. Therefore, those stockholders have substantial influence on us and could exercise their influence in a manner that is not in the best interests of our other stockholders.

 

Our business could be harmed if key personnel with long-standing business relationships in the self-storage industry terminate their employment with us.

 

Our success depends, to a significant extent, on the continued services of our Chairman and Chief Executive Officer and the other members of our senior management team. Our senior management team

 


 

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has an average of nine years of experience in the self-storage industry. In addition, our ability to continue to develop properties depends on the significant relationships our senior management team has developed with our institutional joint venture partners such as affiliates of Prudential Financial, Inc. and Fidelity Investments. Although we will have an employment agreement with our Chairman and Chief Executive Officer and some other members of our senior management team, there is no guarantee that any of them will remain employed by us. We do not maintain key person life insurance on any of our officers. The loss of services of one or more members of our senior management team, particularly our Chairman and Chief Executive Officer, could harm our business and our prospects.

 

We may change our investment and financing strategies and enter into new lines of business without stockholder consent, which may result in riskier investments than our current investments. We may change our investment and financing strategies and enter into new lines of business at any time without the consent of our stockholders, which could result in our making investments and engaging in business activities that are different from, and possibly riskier than, the investments and businesses described in this prospectus. A change in our investment strategy or our entry into new lines of business may increase our exposure to other risks or real estate market fluctuations.

 

If other self-storage companies convert to the UPREIT structure or if tax laws change, we may no longer have an advantage in competing for potential acquisitions.

 

Because we are structured as an UPREIT, we are a more attractive purchaser of property to tax-motivated sellers than our competitors that are not structured as UPREITs. However, if other self-storage companies restructure their holdings to become UPREITs, this competitive advantage will disappear. In addition, new legislation may be enacted or new interpretations of existing legislation may be issued by the IRS or the U.S. Treasury Department that could affect the attractiveness of our UPREIT structure so that it may no longer assist us in competing for acquisitions.

 

Tax indemnification obligations in the event that we sell or otherwise dispose of certain properties could limit our operating flexibility.

 

In connection with the formation transactions, we have agreed to indemnify certain third parties for their tax liabilities attributable to the built-in gain on the assets held by the Moss Group in the event that our operating partnership directly or indirectly sells, exchanges or otherwise disposes (including by way of merger, sale of assets or otherwise) of any portion of its interests in or the properties held by the Moss Group, in a taxable transaction. These tax indemnity obligations apply for each of the contributors of interests in the Moss Group for nine years, with a three-year extension, respectively, if the applicable party owns at least 50% of the OP units received by it in the formation transactions at the expiration of the initial nine-year period. While we may seek to enter into tax efficient joint ventures with third-party investors, we have no intention to sell or otherwise dispose of the applicable properties in taxable transactions during the tax indemnification period.

 

Tax indemnification obligations may require the operating partnership to maintain certain debt levels.

 

In connection with the formation transactions, we have agreed to make available to each of Kenneth M. Woolley, Richard S. Tanner and other third parties, the following protections: for nine years, with a three-year extension if the applicable party continues to own at least 50% of the OP units received by it in the formation transactions at the expiration of the initial nine-year period, the opportunity to (1) guarantee debt or (2) enter into a special loss allocation and deficit restoration obligation, in an aggregate amount, with respect to the foregoing contributors, at least equal to $         million. See “Certain Relationships and Related Transactions—Description of Tax Indemnity and Debt Guarantees.” We agreed to these provisions in order to assist these contributors in preserving their tax position after their contributions.

 


 

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Joint venture investments could be adversely affected by our lack of sole decision-making authority.

 

Immediately following completion of the offering and the formation transactions, we will hold interests in 18 properties through three joint venture partnerships, which could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers’ financial conditions and disputes between us and our co-venturers. We expect to continue our joint venture strategy by entering into one or more joint ventures for the purpose of developing new self-storage properties and acquiring existing properties. In such event, we would not be in a position to exercise sole decision-making authority regarding the property, partnership, joint venture or other entity. The decision-making authority regarding the properties we currently hold through joint ventures is either vested exclusively with our joint venture partners, is subject to a majority vote of the joint venture partners or equally shared by us and the joint venture partners. In addition, investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives. Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing their time and efforts on our business. Consequently, actions by or disputes with partners or co-venturers might result in subjecting properties owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be liable for the actions of our third-party partners or co-venturers.

 

Our Chairman and Chief Executive Officer and other members of our senior management have outside business interests which could divert their time and attention away from us, which could harm our business.

 

Kenneth M. Woolley, our Chairman and Chief Executive Officer, as well as certain other members of our senior management team, have outside business interests which include ownership of Extra Space Development LLC. In addition, Kenneth M. Woolley’s employment agreement includes an exception to his non-competition covenant pursuant to which he is permitted to devote a portion of his time to the management and operations of RMI Development, LLC, a multi-family business in which he has a majority ownership, consistent with past practice. Although Kenneth M. Woolley’s employment agreement requires that he devote substantially his full business time and attention to us, this agreement also permits him to devote time to his outside business interests consistent with past practice. These outside business interests could interfere with his ability to devote time to our business and affairs and as a result, our business could be harmed.

 

Conflicts of interest could arise as a result of our relationship with our operating partnership.

 

Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, on the one hand, and our operating partnership or any partner thereof, on the other. Our directors and officers have duties to our company and our stockholders under applicable Maryland law in connection with their management of our company. At the same time, we, through our wholly owned subsidiary, have fiduciary duties, as a general partner, to our operating partnership and to the limited partners under Delaware law in connection with the management of our operating partnership. Our duties, through our wholly owned subsidiary, as a general partner to our operating partnership and its partners may come into conflict with the duties of our directors and officers to our company and our stockholders. The partnership agreement of our operating partnership does not require us to resolve such conflicts in favor of either our stockholders or the limited partners in our operating partnership.

 


 

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Unless otherwise provided for in the relevant partnership agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty standards under which it owes its limited partners the highest duties of good faith, fairness and loyalty and which generally prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest.

 

Additionally, the partnership agreement expressly limits our liability by providing that neither we, our direct wholly owned Massachusetts business trust subsidiary, as the general partner of the operating partnership, nor any of our or their trustees, directors or officers, will be liable or accountable in damages to our operating partnership, the limited partners or assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such trustee, director or officer, acted in good faith. In addition, our operating partnership is required to indemnify us, our affiliates and each of our respective trustees, officers, directors, employees and agents to the fullest extent permitted by applicable law against any and all losses, claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or proceedings, civil, criminal, administrative or investigative, that relate to the operations of the operating partnership, provided that our operating partnership will not indemnify for (1) willful misconduct or a knowing violation of the law, (2) any transaction for which such person received an improper personal benefit in violation or breach of any provision of the partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or omission was unlawful.

 

The provisions of Delaware law that allow the common law fiduciary duties of a general partner to be modified by a partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect under common law were it not for the partnership agreement.

 

Our management’s ownership of CCSs and CCUs may cause them to devote a disproportionate amount of time to the performance of the 14 wholly owned early-stage lease-up properties, which could cause our overall operating performance to suffer.

 

Upon completion of the offering and the formation transactions, we will issue to our contributors, which include certain members of our senior management, in addition to shares of our common stock, CCSs and/or a combination of OP units and CCUs. The terms of the CCSs and CCUs provide that they will convert into our common stock and OP units, respectively, only if the relevant 14 early-stage lease-up properties achieve specified performance thresholds prior to December 31, 2008. As a result, our directors and officers who own CCSs and CCUs may have an incentive to devote a disproportionately large amount of their time and attention to these properties in comparison with our remaining properties, which could harm our operating results.

 

We may pursue less vigorous enforcement of terms of contribution and other agreements because of conflicts of interest with certain of our officers.

 

Kenneth M. Woolley and certain of our directors and other members of our senior management have ownership interests in the properties and other assets to be contributed to our operating partnership in the formation transactions. Following the completion of the offering and the formation transactions, we, under the agreements relating to the contribution of such interests, will be entitled to indemnification and damages in the event of breaches of representations or warranties made by the contributors. In addition, Kenneth M. Woolley’s employment agreement includes an exception to his non-competition covenant pursuant to which he is permitted to devote time to the management and operations of RMI

 


 

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Development, LLC, a multi-family business, consistent with past practice. Although Kenneth M. Woolley’s employment agreement requires that he devote substantially his full business time and attention to us, this agreement also permits him to devote time to his outside business interests consistent with past practice. None of these contribution and non-competition agreements was negotiated on an arm’s-length basis. We may choose not to enforce, or to enforce less vigorously, our rights under these contribution and non-competition agreements because of our desire to maintain our ongoing relationships with the individuals party to these agreements.

 

Certain provisions of Maryland law and our organizational documents, including the stock ownership limit imposed by our charter, may inhibit market activity in our stock and could prevent or delay a change in control transaction.

 

Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to preserve our qualification as a REIT and to limit any person to actual or constructive ownership of no more than             % (by value or by number of shares, whichever is more restrictive) of our outstanding common stock or             % (by value or by number of shares, whichever is more restrictive) of our outstanding capital stock. Our board of directors, in its sole discretion, may exempt a proposed transferee from the ownership limit. However, our board of directors may not grant an exemption from the ownership limit to any proposed transferee whose ownership could jeopardize our status as a REIT. See “Description of Stock—Restrictions on Transfer.” These restrictions on ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to continue to qualify, as a REIT. The ownership limit may delay or impede a transaction or a change of control that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders. See “Description of Stock—Restrictions on Transfer.” Different ownership limits apply to Kenneth M. Woolley, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing and Spencer F. Kirk, certain of his affiliates, family members and estates and trusts formed for the benefit of the foregoing.

 

Our board of directors has the power to issue additional shares of our stock in a manner that may not be in your best interests.

 

Our charter authorizes our board of directors to issue additional authorized but unissued shares of common stock or preferred stock and to increase the aggregate number of authorized shares or the number of shares of any class or series without stockholder approval. In addition, our board of directors may increase or decrease the aggregate number of our shares or the number of our shares of any class or series and may classify or reclassify any unissued shares of common stock or preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. See “Description of Stock—Power to Increase Authorized Stock and Issue Additional Shares of Our Common Stock and Preferred Stock.” Although our board of directors has no intention to do so at the present time, it could issue additional shares of our common stock or establish a series of preferred stock that could have the effect of delaying, deferring or preventing a change in control or other transaction that might involve a premium price for our common stock or otherwise be in the best interests of our stockholders.

 

Our rights and the rights of our stockholders to take action against our directors and officers are limited.

 

Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’ liability to us and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit in money, property or

 


 

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services or active and deliberate dishonesty established by a final judgment and which is material to the cause of action. Our bylaws require us to indemnify our directors and officers for liability resulting from actions taken by them in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated to fund the defense costs incurred by our directors and officers. See “Certain Provisions of Maryland Law.”

 

We may assume unknown liabilities in connection with the formation transactions, which could harm our financial condition.

 

As part of the formation transactions, we (through our operating partnership) will receive the contribution of certain assets or interests in certain assets subject to existing liabilities, some of which may be unknown at the time the offering is consummated. Unknown liabilities might include liabilities for cleanup or remediation of undisclosed environmental conditions, claims of tenants, vendors or other persons dealing with the entities prior to the offering (that had not been asserted or threatened prior to the offering), tax liabilities, and accrued but unpaid liabilities incurred in the ordinary course of business. Our recourse with respect to such liabilities will be limited.

 

RISKS RELATED TO QUALIFICATION AND OPERATION AS A REIT

 

To maintain our qualification as a REIT, we may be forced to borrow funds on a short-term basis during unfavorable market conditions.

 

To qualify as a REIT, we generally must distribute to our stockholders at least 90% of our net taxable income each year, excluding net capital gains, and we will be subject to regular corporate income taxes to the extent that we distribute less than 100% of our net taxable income each year. In addition, we will be subject to a 4% nondeductible excise tax on the amount, if any, by which distributions paid by us in any calendar year are less than the sum of 85% of our ordinary income, 95% of our capital gain net income and 100% of our undistributed income from prior years. In order to maintain our REIT qualification and avoid the payment of income and excise taxes, we may need to borrow funds on a short-term basis to meet the REIT distribution requirements even if the then prevailing market conditions are not favorable for these borrowings. These short-term borrowing needs could result from a difference in timing between the actual receipt of cash and inclusion of income for U.S. federal income tax purposes, or the effect of non-deductible capital expenditures, the creation of reserves or required debt or amortization payments.

 

Dividends payable by REITs do not qualify for the reduced tax rates under recently enacted tax legislation.

 

Recently enacted tax legislation reduces the maximum tax rate for dividends payable by domestic corporations to individual U.S. stockholders (as such term is defined under “U.S. federal income tax considerations” below) to 15% (through 2008). Dividends payable by REITs, however, are generally not eligible for the reduced rates. Although this legislation does not adversely affect the taxation of REITs or dividends paid by REITs, the more favorable rates applicable to regular corporate dividends could cause stockholders who are individuals to perceive investments in REITs to be relatively less attractive than investments in the stocks of non-REIT corporations that pay dividends, which could adversely affect the value of the stock of REITs, including our common stock.

 

In addition, the relative attractiveness of real estate in general may be adversely affected by the newly favorable tax treatment given to corporate dividends, which could negatively affect the value of our properties.

 


 

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Possible legislative or other actions affecting REITs could adversely affect our stockholders.

 

The rules dealing with federal income taxation are constantly under review by persons involved in the legislative process and by the IRS and the U.S. Treasury Department. Changes to tax laws (which changes may have retroactive application) could adversely affect our stockholders. It cannot be predicted whether, when, in what forms, or with what effective dates, the tax laws applicable to us or our stockholders will be changed.

 

The ability of our board of directors to revoke our REIT election without stockholder approval may cause adverse consequences to our stockholders.

 

Our charter provides that our board of directors may revoke or otherwise terminate our REIT election, without the approval of our stockholders, if it determines that it is no longer in our best interests to continue to qualify as a REIT. If we cease to qualify as a REIT, we would become subject to federal income tax on our taxable income and would no longer be required to distribute most of our taxable income to our stockholders, which may have adverse consequences on the total return to our stockholders.

 

Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.

 

We intend to operate in a manner that will allow us to qualify as a REIT for U.S. federal income tax purposes under the Internal Revenue Code. We have not requested and do not plan to request a ruling from the Internal Revenue Service, or the IRS, that we qualify as a REIT, and the statements in this prospectus are not binding on the IRS or any court. If we fail to qualify as a REIT or lose our status as a REIT at any time, we will face serious tax consequences that would substantially reduce the funds available for distribution to you for each of the years involved because:

 

Ø   we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be subject to U.S. federal income tax at regular corporate rates;

 

Ø   we also could be subject to the U.S. federal alternative minimum tax and possibly increased state and local taxes; and

 

Ø   unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four taxable years following a year during which we were disqualified.

 

In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated earnings and profits. This means that our stockholders who are taxed as individuals would be taxed on our dividends at capital gains rates, and our corporate stockholders generally would be entitled to the dividends received deductions with respect to such dividends, subject, in each case, to applicable limitations under the Internal Revenue Code. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and raise capital, and would adversely affect the value of our common stock.

 

Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the applicable Treasury regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of requirements, including requirements regarding the composition of our assets and sources of

 


 

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our gross income. Also, we must make distributions to stockholders aggregating annually at least 90% of our net taxable income, excluding capital gains. In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our investors, our ability to qualify as a REIT for federal income tax purposes or the desirability of an investment in a REIT relative to other investments.

 

We will pay some taxes.

 

Even if we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some U.S. federal, state and local taxes on our income and property. We expect that we and Extra Space Management, Inc. will elect for Extra Space Management, Inc. to be treated as “taxable REIT subsidiary” of our company for U.S. federal income tax purposes. A taxable REIT subsidiary is a fully taxable corporation and may be limited in its ability to deduct interest payments made to us. In addition, we will be subject to a 100% penalty tax on certain amounts if the economic arrangements among our tenants, our taxable REIT subsidiary and us are not comparable to similar arrangements among unrelated parties or if we receive payments for inventory or property held for sale to tenants in the ordinary course of business. To the extent that we are or our taxable REIT subsidiary is required to pay U.S. federal, state or local taxes, we will have less cash available for distribution to stockholders.

 

RISKS RELATED TO THE OFFERING

 

If you purchase shares of common stock in the offering, you will experience immediate and significant dilution in the book value of our common stock offered in the offering equal to $             per share.

 

We expect the initial public offering price of our common stock to be substantially higher than the book value per share of our outstanding common stock will be immediately after the offering. If you purchase our common stock in the offering, you will incur immediate dilution of approximately $             in the book value per share of common stock from the price you pay for our common stock in the offering. This means that the investors who purchase shares:

 

Ø   will pay a price per share that substantially exceeds the per share value of our assets after subtracting our liabilities; and

 

Ø   will have contributed             % of the total amount of our equity funding since inception but will only own             % of the shares outstanding.

 

In addition, we are issuing              CCSs and CCUs in connection with the offering and the formation transactions. These CCSs and CCUs are convertible into shares of our common stock and OP units, respectively, upon achievement by our company of certain performance results relating to the relevant 14 wholly owned early-stage lease-up properties. The conversion of CCSs into common stock and CCUs into OP units will be dilutive to investors in the offering. We also have offered and expect to continue to offer stock options to our employees and have reserved 2,000,000 shares of common stock for future issuance under our stock incentive plan. To the extent that stock options are granted and ultimately exercised, there will be further dilution to investors in the offering.

 

There is currently no public market for our common stock, an active trading market for our common stock may never develop following the offering and the trading and our common stock price may be volatile and could decline substantially following the offering.

 

Prior to the offering, there has been no public market for our common stock and an active trading market for our common stock may never develop or be sustained. You may not be able to resell our common stock at or above the initial public offering price. The initial public offering price of our common stock has been determined based on negotiations between us and the representatives of the

 


 

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underwriters and may not be indicative of the market price for our common stock after the offering. See “Underwriting.” Performance, government regulatory action, tax laws, interest rates and market conditions in general could have a significant impact on the future market price of our common stock. Some of the factors that could negatively affect our share price or result in fluctuations in the price of our stock include:

 

Ø   actual or anticipated variations in our quarterly operating results;

 

Ø   changes in our funds from operations or earnings estimates or publication of research reports about us or the real estate industry;

 

Ø   increases in market interest rates may lead purchasers of our shares to demand a higher yield;

 

Ø   changes in market valuations of similar companies;

 

Ø   adverse market reaction to any increased indebtedness we incur in the future;

 

Ø   additions or departures of key personnel;

 

Ø   actions by institutional stockholders;

 

Ø   speculation in the press or investment community; and

 

Ø   general market, economic and political conditions.

 

Because our senior management team will have broad discretion to invest the proceeds of the offering, they may make investments where the returns are substantially below expectations or which result in net operating losses.

 

Our senior management team will have broad discretion, within the general investment criteria established by our board of directors, to invest a portion of the proceeds of the offering and to determine the timing of such investments. Such discretion could result in investments that may not yield returns consistent with investors’ expectations.

 

Future sales of shares of our common stock may depress the price of our shares.

 

We cannot predict whether future issuance of shares of our common stock or the availability of shares for resale in the open market will decrease the market price per share of our common stock. Any sales of a substantial number of shares of our common stock in the public market, including upon the redemption of OP units, or the perception that such sales might occur, may cause the market price of our shares to decline. Upon completion of the offering and the formation transactions, all common shares sold in the offering will be freely tradable without restriction (other than any restrictions set forth in our charter relating to our qualification as a REIT) after the expiration of the 180-day lock-up period described under the heading “Underwriting,” unless the shares are owned by one of our affiliates. Affiliates may only sell their shares pursuant to the requirements of Rule 144 under the Securities Act of 1933, as amended, or the Securities Act, or as described below.

 

Holders of              shares of our unregistered common stock and all holders of OP units (representing              shares of common stock that may be issued by us upon redemption of OP units (assuming conversion of all CCUs into OP units)), have registration rights requiring us to register their common stock with the SEC and holders of             % of these shares of common stock and of units are subject to agreements prohibiting them from disposing of these shares for 180 days following completion of the offering. In the aggregate, these shares of common stock and OP units represent             % of our outstanding shares of common stock on a fully-diluted basis after completion of the offering. In addition, after completion of the offering and the formation transactions, we intend to register all common stock

 


 

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that we may issue under our 2004 long-term stock incentive plan, and once we register these shares they can be freely sold in the public market after issuance. If any or all of these holders cause a large number of their shares to be sold in the public market, such sales could reduce the trading price of our common stock and could impede our ability to raise future capital.

 

The exercise of the underwriters’ over-allotment option, the redemption of OP units for common stock, the exercise of any options or the vesting of any restricted stock granted to directors, executive officers and other employees under our 2004 long-term stock incentive plan, the issuance of our common stock or OP units in connection with property, portfolio or business acquisitions and other issuances of our common stock could have an adverse effect on the market price of the shares of our common stock, and the existence of OP units, options and shares of our common stock reserved for issuance as restricted shares of our common stock or upon redemption of OP units or exercise of options may adversely affect the terms upon which we may be able to obtain additional capital through the sale of equity securities. In addition, future sales of shares of our common stock may be dilutive to existing stockholders.

 

 

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Statements regarding forward-looking information

 

This prospectus contains various “forward-looking statements.” You can identify forward-looking statements by the use of forward-looking terminology such as “believes,” “expects,” “may,” “will,” “would,” “could,” “should,” “seeks,” “approximately,” “intends,” “plans,” “projects,” “estimates” or “anticipates” or the negative of these words and phrases or similar words or phrases. You can also identify forward-looking statements by discussions of strategy, plans or intentions. Statements regarding the following subjects may be impacted by a number of risks and uncertainties:

 

Ø   our business strategy;

 

Ø   our ability to obtain future financing arrangements;

 

Ø   estimates relating to our future distributions;

 

Ø   our understanding of our competition;

 

Ø   information relating to the conversion of CCSs and CCUs;

 

Ø   market trends;

 

Ø   projected capital expenditures;

 

Ø   the impact of technology on our products, operations and business; and

 

Ø   use of the proceeds of the offering.

 

The forward-looking statements contained in this prospectus reflect our beliefs, assumptions and expectations of our future performance, taking into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to our common stock.

 

For more information regarding risks that may cause our actual results to differ materially from any forward-looking statements, see “Risk Factors.” We do not intend and disclaim any duty or obligation to update or revise any industry information or forward-looking statements set forth in this prospectus to reflect new information, future events or otherwise.

 


 

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Use of proceeds

 

We will receive net proceeds from the offering of approximately $             million and approximately $             if the underwriters’ over-allotment option is exercised in full after deducting the underwriting discounts and commissions, financial advisory fees and estimated expenses of the offering.

 

We will contribute the net proceeds of the offering to our operating partnership. In addition, concurrently with the closing of the offering we expect to enter into a variable rate mortgage loan in the aggregate principal amount of $37.0 million. This mortgage, which will be secured by five properties, will bear interest at a variable rate equal to LIBOR plus 225 basis points and will mature three years after inception.

 

The following table sets forth the sources and uses of funds that we expect in connection with the offering and the $37.0 million variable rate mortgage loan described above. Some of the uses indicated in the following table could be funded from other sources, such as cash on hand or our proposed line of credit.

 

Sources (dollars in thousands)         Uses (dollars in thousands)     

Gross proceeds from the offering

   $              

Proposed variable rate mortgage due 2007

     37,000   

Repayment of existing indebtedness related to our initial assets

   $ 111,496
           

Purchase of interests of certain joint venture partners in connection with the formation transactions including to retire certain loans incurred in connection with such purchase

     38,489
           

Repayment of certain short term notes payable and related party payables

     28,556
           

Redemption of certain holders of Class A, Class B and Class C membership interests in our predecessor

     26,814
           

Repayment of the Fidelity minority interest

     22,377
           

Acquisition of properties

     20,236
           

Payment of certain loan exit fees for existing mortgage loans and related party payables

     4,416
                

           

Subtotal

   $              
                

           

Payment of fees and expense of the offering:

      
           

Underwriting commission

      
           

Financial advisory fee

      
           

Other fees and expenses

      
           

Subtotal

      
                

Total Sources

   $     

Total Uses

   $  
    

       

 

Pending the use of any cash proceeds, we intend to invest the net proceeds in interest-bearing, short-term investment-grade securities or money-market accounts which are consistent with our intention to qualify

 


 

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as a REIT. Such investments may include, for example, government and government agency certificates, certificates of deposit, interest-bearing bank deposits and mortgage loan participations.

 

Any net proceeds remaining after the uses set forth in the table above will be used for working capital purposes, including future acquisitions and development activities. If the underwriters exercise their over-allotment option for the offering in full, we expect to use the additional net proceeds to us, which will be approximately $             million in aggregate, for working capital needs, including future acquisitions and developments.

 

The $111.5 in existing indebtedness related to our initial assets we will repay out of the net proceeds of the offering, consists of the following:

 

     Debt

   Exit Fees

Senior fixed rate mortgage due 2009 which bears interest at a rate of 8.97% per annum

   $ 1,251,278    $ 384,323

Senior fixed rate mortgage due 2008, which bears interest at a rate of 7.15% per annum

     5,032,353       

Senior variable rate mortgage due 2007, which bears interest at LIBOR plus 4.50% per annum with a LIBOR floor of 1.50%(1)

     50,760,860      1,991,337

Nine senior mortgage and construction loans due October 2004 through December 2011, which bear interest from LIBOR plus 2.75% to LIBOR plus 3.00% and prime plus .50% to prime plus 4.75%(2)

     30,530,432       

Wells Fargo property credit line

     5,000,000       

Wells Fargo corporate credit line

     7,000,000       

Zions Bank corporate credit line

     11,921,114       
    

  

     $ 111,496,037    $ 2,375,660
    

  

(1)   At December 31, 2003, this senior variable rate mortgage bore interest at a rate equal to 6.00% per annum.
(2)   At December 31, 2003, these senior mortgage and construction loans bore interest at rates equal to 3.87% to 8.75% per annum.

 

In connection with our purchase of interests from certain joint venture partners, we borrowed $20.8 million from two of the joint venture partners to fund an initial phase of this purchase. These loans bear interest at a rate of 12.50% per annum and mature on the earlier of October 2004 or the closing of the offering. Kenneth M. Woolley, our Chairman and Chief Executive Officer, has guaranteed the payment of these loans. For more information, see “Formation transactions—Joint Venture Restructuring.”

 


 

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Distribution policy

 

We intend to make regular quarterly distributions to holders of our common stock. We intend to pay a pro rata distribution with respect to the period commencing on the completion of the offering and ending             , 2004, based on a distribution of $             per share for a full quarter. On an annualized basis, this would be $             per share, of which we currently estimate that approximately             % may represent a return of capital for tax purposes, or an annual distribution rate of approximately             % based on the initial public offering price of $             per share. We estimate that this initial annual distribution will represent approximately             % of our estimated cash available for distribution to our common stockholders for the year ended December 31, 2004. We have estimated our cash available for distribution to our common stockholders for the year ended December 31, 2004 based on adjustments to our pro forma net income available to common stockholders/funds from operations before allocation to minority interest for the year ended December 31, 2003 (giving effect to the offering and the formation transactions), as described below. This estimate was based upon our predecessor’s historical operating results and does not take into account our growth initiatives which are intended to improve our occupancy and operating results, nor does it take into account any unanticipated expenditures we may have to make or any debt we may have to incur. In estimating our cash available for distribution to our holders of common stock, we have made certain assumptions as reflected in the table and footnotes below. Unless our operating cash flow increases, we expect that we will be required either to fund future distributions from borrowings under our proposed line of credit or to reduce such distributions. If we use working capital or borrowings under our proposed line of credit to fund these distributions, this will reduce the cash we have available to fund our acquisition and development activities and other growth initiatives.

 

We intend to maintain our initial distribution rate for the 12-month period following completion of the offering unless our actual results of operations, economic conditions or other factors differ materially from the assumptions used in our estimate.

 

Distributions made by us will be authorized and determined by our board of directors in its sole discretion out of funds legally available therefor and will be dependent upon a number of factors, including restrictions under applicable law and the capital requirements of our company. Actual distributions may be significantly different from the expected distributions. See “Statements Regarding Forward-Looking Information.” We do not intend to reduce the expected distribution per share if the underwriters’ over-allotment option is exercised.

 

We anticipate that, at least initially, our distributions will exceed our current and accumulated earnings and profits as determined for U.S. federal income tax purposes. Therefore, a portion of these distributions may represent a return of capital for U.S. federal income tax purposes. Distributions in excess of our current and accumulated earnings and profits will not be taxable to a taxable U.S. stockholder under current U.S. federal income tax law to the extent those distributions do not exceed the stockholder’s adjusted tax basis in his or her common stock, but rather will reduce such adjusted basis in our common stock. Therefore, the gain (or loss) recognized on the sale of that common stock or upon our liquidation will be increased (or decreased) accordingly. To the extent those distributions exceed a taxable U.S. stockholder’s adjusted tax basis in his or her common stock, they generally will be treated as a capital gain realized from the taxable disposition of those shares. We expect that the first $             of our initial distribution will represent a dividend taxable at ordinary income rates and that any amounts in excess of the initial $             will represent a return of capital for the tax period ending December 31, 2004. The percentage of our stockholder distributions that exceeds our current and accumulated

 


 

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earnings and profits may vary substantially from year to year. For a more complete discussion of the tax treatment of distributions to holders of our common stock, see “U.S. federal income tax considerations.”

 

We cannot assure you that our estimated distributions will be made or sustained. Any distributions we pay in the future will depend upon our actual results of operations, economic conditions and other factors that could differ materially from our current expectations. Our actual results of operations will be affected by a number of factors, including the revenue we receive from our properties, our operating expenses, interest expense, our occupancy levels, the ability of our tenants to meet their obligations and unanticipated expenditures. For more information regarding risk factors that could materially adversely affect our actual results of operations, see “Risk Factors.” If our properties do not generate sufficient cash flow to allow cash to be distributed to us, we may be required to fund distributions from working capital or borrowings or reduce such distributions.

 

U.S. federal income tax law requires that a REIT distribute annually at least 90% of its net taxable income excluding net capital gains, and that it pay tax at regular corporate rates to the extent that it annually distributes less than 100% of its REIT taxable income including capital gains. For more information, see “U.S. federal income tax considerations.” We anticipate that our estimated cash available for distribution will exceed the annual distribution requirements applicable to REITs. However, under some circumstances, we may be required to pay distributions in excess of cash available for distribution in order to meet these distribution requirements and, unless our operating cash flow increases, we expect that we will need to borrow funds to make future distributions.

 


 

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The following table describes our pro forma net income before allocation to minority interest for the year ended December 31, 2003, and the adjustments we have made thereto in order to estimate our initial cash available for distribution to the holders of our common stock for the year ended December 31, 2004.

 

     dollars
in thousands


Pro forma net income available to our holders of common stock for the year ended December 31, 2003

   $             

Add: Minority interest

      
    

Pro forma net income available to our holders of common stock before allocation to minority interest for the year ended December 31, 2003

      

Add: Pro forma depreciation and amortization(1)

      

Add: Increase in net income and depreciation from an acquisition during 2003(2)

      

Add: Net rental increases for continuing tenants for rental increases effective through December 31, 2003 (wholly owned properties)(3)(4)

      

Add: Net rental increases from occupancy changes effective through December 31, 2003 (wholly owned properties)(4)(5)

      

Add: Net rental increases for continuing tenants for rental increases effective through December 31, 2003 (joint venture properties)(4)(6)

      

Add: Net rental increases from occupancy changes effective through December 31, 2003 (joint venture properties)(4)(7)

      
    

Less: Gain on sale of real estate assets

      
    

Estimated cash flows from operations available to our holders of common stock for the year ended December 31, 2004

      

Less: Estimated cash flows used in investing activities—property improvements(8)

      

Less: Estimated cash flows used in financing activities—scheduled mortgage loan principal payments(9)

      
    

Estimated cash available for distribution to our holders of common stock for the year ended December 31, 2004

      

Estimated initial annual distribution (including distributions to minority interest)(10)

      

Payout ratio based on estimated cash available for distribution to our holders of common stock(10)

      
    

Estimated cash available for distribution to our holders of common stock applicable to:

      

Minority interest

      
    

Common Shares

      
    


(1)   Includes real estate depreciation and amortization of $                    , amortization of intangibles related to tenant relationships acquired of $                    and other non-real estate depreciation of $                    .
(2)   Reflects inclusion of estimated additional pro forma net income and depreciation and amortization on a property we acquired during the year ended December 31, 2003, calculated as if the property were acquired on January 1, 2003.
(3)   For wholly owned properties, represents additional revenues on a pro forma basis based on rental increases achieved by December 31, 2003 as if the increases were in effect beginning on January 1, 2003, for those tenants who were tenants at the properties for the entirety of the year ended December 31, 2003.
(4)   For the year ended December 31, 2003, we did not experience increases in expenses in the properties for which we have given pro forma effect to the rental increases.

 

(footnotes continued on following page)

 


 

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Distribution policy


 

(5)   For wholly owned properties, represents additional revenues on a pro forma basis due to increase in occupancy calculated by taking the difference between (A) and (B), as follows: (A) the sum determined by adding for each tenant commencing a unit rental during the year ended December 31, 2003, an amount equal to the number of months such new tenant did not occupy its unit in 2003 multiplied by its rental rate in effect for such tenant for December 2003; less (B) the sum determined by adding for each tenant vacating a unit rental during the year ended December 31, 2003, an amount equal to the number of months such tenant occupied its unit in 2003 multiplied by its monthly rental rate in effect as of the month of departure.
(6)   For joint venture properties, represents additional revenues on a pro forma basis based on rental increases achieved by December 31, 2003 as if the increases were in effect beginning on January 1, 2003, for those tenants who were tenants at the properties for the entirety of the year ended December 31, 2003.
(7)   For joint venture properties, represents additional revenues on a pro forma basis due to increase in occupancy calculated by taking the difference between (A) and (B), as follows: (A) the sum determined by adding for each tenant commencing a unit rental during the year ended December 31, 2003, an amount equal to the number of months such new tenant did not occupy its unit in 2003 multiplied by its rental rate in effect for such tenant for December 2003; less (B) the sum determined by adding for each tenant vacating a unit rental during the year ended December 31, 2003, an amount equal to the number of months such tenant occupied its unit in 2003 multiplied by its monthly rental rate in effect as of the month of departure.
(8)   Represents estimated annual recurring capital expenditures of $             per net rentable square foot for the              net rentable square feet at our properties:

 

     Extra Space Predecessor

     Year Ended December 31,

     2003    2002    Average

Recurring capital expenditures (dollars in thousands)

   $              $              $          

Net rentable square feet

                    

Average annual recurring capital expenditure per net rentable square foot

   $              $              $          

 

(9)   Represents the amortization of principal on indebtedness on a pro forma basis.
(10)   If the underwriters’ over-allotment option of              shares of our common stock is exercised in full at the mid-point of the price range on the cover page of this prospectus, our initial annual distribution would increase by $             and our payout ratio would increase to             %.

 


 

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Table of Contents

 

Capitalization

 

The following table presents the capitalization as of December 31, 2003 on a historical basis for Extra Space Storage LLC and its affiliates, which we consider to be our predecessor for accounting purposes, on a pro forma basis for our company taking into account the formation transactions and the offering. The pro forma adjustments give effect to the offering and the formation transactions as if they had occurred on December 31, 2003 and the application of the net proceeds as described in “Use of proceeds.” You should read this table in conjunction with “Use of proceeds,” “Summary consolidated pro forma and historical financial data,” “Management’s discussion and analysis of financial condition and results of operations,” and the more detailed information contained in the consolidated financial statements and notes thereto included elsewhere in this prospectus.

 

     Historical
(predecessor)
    Pro
Forma

     (dollars in thousands)

Borrowings

   $ 273,808        

Minority interest in our operating partnership

     —          

Redeemable minority interest—Fidelity

     17,966        

Other minority interests

     38,555        

Redeemable Class C and Class E Units

     26,108        

Stockholders’ equity (deficit):

              

Common stock, $.01 par value,              shares authorized,              issued and outstanding(1)

     —          

Additional paid in capital

     —          

Total members’ equity (deficit)

     (5,104 )      
    


 

Total members’/stockholders’ equity (deficit)

     (5,104 )      
    


 

Total capitalization

   $ 351,333     $             
    


 


(1)   Our pro forma outstanding common stock excludes              shares of common stock reserved for issuance upon the exercise of options to be granted prior to or concurrently with the offering at an exercise price equal to the initial public offering price,              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of CCSs issued pursuant to the formation transactions and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of             CCUs).

 


 

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Dilution

 

Dilution After This Offering

 

Purchasers of our common stock will experience an immediate and significant dilution of the net tangible book value of our common stock from the initial public offering price. On a pro forma basis at December 31, 2003, after giving effect to the formation transactions but before the offering, the net tangible book value of our company was $             million or $             per share of our common stock. After giving effect to the sale of shares of common stock in the offering, the receipt by us of the net proceeds from the offering, the deduction of underwriting discounts and commissions, financial advisory fees and estimated offering expenses payable by us, the formation transactions and payment of related expenses, the pro forma net tangible book value at December 31, 2003 would have been $             million or $             per share of our common stock. This amount represents an immediate dilution in pro forma net tangible book value of $             per share from the assumed initial public offering price of $             per share, which is the mid-point of the price range on the cover page of this prospectus of common stock to new public stockholders. The following table illustrates this per share dilution:

 

Initial public offering price per share

   $             

Pro forma net tangible book value per share after the formation transactions and before the offering(1)

   $             

Net increase in pro forma net tangible book value attributable to the offering

   $             

Pro forma net tangible book value after the formation transactions and the offering(2)

   $             

Dilution in pro forma net tangible book value to new stockholders in common stock(3)

   $             

(1)   Determined by dividing pro forma net tangible book value after the formation transactions and before the offering by the number of shares of common stock to be issued to the former members of our predecessor upon completion of the offering.
(2)   Determined by dividing pro forma net tangible book value of approximately $             million by              shares of common stock, which amount excludes              shares of common stock reserved for issuance upon the exercise of options to be granted prior to or concurrently with the offering at an exercise price equal to the initial public offering price,              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of              CCSs issued pursuant to the formation transactions and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of              CCUs).
(3)   Determined by subtracting pro forma net tangible book value per share of common stock from the assumed initial public offering price paid by a new stockholder for a share of common stock.

 

Differences Between New Stockholders and Former Members of Our Predecessor in Number of Shares and Amount Paid

 

The table below summarizes, as of December 31, 2003, on the pro forma basis after giving effect to the formation transactions but before the offering discussed above, the differences between the number of shares of common stock purchased from us, the total consideration paid and the average price per share paid by former members of our predecessor and by the new investors purchasing shares in the offering. We used the initial public offering price of $             per share, and we have not deducted estimated underwriting discounts and commissions and estimated offering expenses in our calculations.

 


 

44


Table of Contents

Dilution


 

    

Shares Purchased

Assuming No Exercise
of Underwriters’

Over-Allotment Option


  Total Consideration

 

Average

Price

per Share


     Number

   Percentage

  Amount

   Percentage

 

Former members of our predecessor

                %   $                     %   $         

New investors

                          
    
  
 

  
     

Total

                %   $                     %      
    
  
 

  
     

 

This table excludes              shares of common stock reserved for issuance upon the exercise of options to be granted prior to or concurrently with the offering at an exercise price equal to the initial public offering price,              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of              CCSs issued pursuant to the formation transactions and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of              CCUs). Further dilution to our new investors will result if these excluded shares of common stock are issued by us in the future.

 


 

45


Table of Contents

 

Selected consolidated pro forma and historical financial data

 

The following table shows selected consolidated pro forma financial data for our company and historical financial data for our predecessor for the periods indicated. You should read the following selected historical and pro forma and financial data together with the discussion under the caption “Management’s discussion and analysis of financial condition and results of operations”, and the pro forma and historical consolidated financial statements and related notes included elsewhere in this prospectus.

 

The following selected consolidated historical financial data for 1999 to 2003 has been derived from financial statements audited by PricewaterhouseCoopers LLP, independent accountants. Consolidated balance sheets as of December 31, 2003 and 2002 and the related consolidated statements of operations and of cash flows for the three years in the period ended December 31, 2003, and the related notes thereto appear elsewhere in this prospectus.

 

Our unaudited selected consolidated pro forma results of operations data and balance sheet data as of and for the year ended December 31, 2003 give effect to the formation transactions, the offering, the use of proceeds from the offering and certain related transactions as summarized below.

 

Formation Transactions

 

Ø   Existing holders of membership interests in Extra Space Storage LLC exchanged their membership interests for shares of common stock, OP units, CCSs or CCUs.

 

Ø   Extra Space Storage LLC distributed to its holders of Class A membership interests a convertible note receivable who then converted the convertible note receivable into a 40% equity interest in Centershift.

 

Ø   Extra Space Storage LLC purchased 100% of the common stock of Extra Space Management, Inc.

 

Ø   Extra Space Storage LLC contributed to Extra Space Development LLC six wholly owned early stage development properties, interests in seven early stage development properties owned through joint ventures and two undeveloped parcels of land, and any related indebtedness.

 

Ø   Extra Space Storage LLC distributed to certain holders of its Class A membership interests, 100% of the membership interests in Extra Space Development LLC, which was previously a wholly owned subsidiary of our predecessor.

 

Ø   Certain holders of Class A and Class C membership interests in Extra Space Storage LLC converted $1.9 million dollars of short-term debt into additional Class A and Class C membership interests.

 

Ø   Extra Space Storage LLC sold additional Class A, Class B and Class C membership interests following December 31, 2003.

 

Ø   Extra Space Storage LLC will sell Extra Space of Laguna Hills LLC to its joint venture partner in such entity.

 

Use of Proceeds

 

Ø   We will receive proceeds from the offering of approximately $             million and approximately $             million if the underwriters’ over-allotment option is exercised in full after deducting the underwriting discounts and commissions, financial advisory fees and estimated expenses of the offering.

 


 

46


Table of Contents

Selected consolidated pro forma and historical financial data


 

Ø   We will use $111.5 million of the net proceeds of the offering to repay existing indebtedness related to our initial assets.

 

Ø   We will use $38.5 million of the net proceeds of the offering to purchase interests of certain joint venture partners in connection with the formation transactions including to retire certain loans incurred in connection with such purchase.

 

Ø   We will use $28.6 million to repay certain short term notes payable and related party payables.

 

Ø   We will use $26.8 million of the net proceeds of the offering to redeem certain holders of Class A, Class B and Class C membership interests in our predecessor.

 

Ø   We will use $22.4 million of the net proceeds to repay the Fidelity minority interest.

 

Ø   We will use $20.2 of the net proceeds of the offering to acquire three properties.

 

Ø   We will use $4.4 million of the net proceeds of the offering to pay certain loan exit fees and related party payables.

 

 

Refinancing

 

Ø   We will refinance approximately $37.0 million in principal amount of additional third-party mortgage debt with new secured financings described below.

 

Our pro forma financial information is not necessarily indicative of what our actual financial position and results of operations would have been as of the dates and for the periods indicated, nor does it purport to represent our future financial position or results of operations.

 

    Company

    Extra Space Predecessor

 
   

Pro Forma
Year Ended
December 31,

2003

 

    Historical Consolidated
Year Ended December 31,


 
      2003     2002     2001     2000     1999  

 
    (dollars in thousands, except per share data)  

Statement of Operations Data:

                                               

Property rental revenues

  $ 61,504     $ 33,054     $ 28,811     $ 19,375     $ 5,603     $ 280  

Management fees

    1,162       1,935       2,018       2,179       1,895       1,082  

Acquisition fees and development fees

    654       654       922       834       1,323       1,645  

Other income

    1,689       618       635       611       948       656  
   


 


 


 


 


 


Total revenues

    65,009       36,261       32,386       22,999       9,769       3,663  
   


 


 


 


 


 


Expenses:

                                               

Property operating expenses

    25,683       14,858       11,640       8,152       2,347       351  

Unrecovered development/acquisition costs and support payments

    —         4,937       1,938       2,227       3,854       214  

Interest expense

    15,535       13,795       11,428       10,844       4,763       410  

General and administrative(1)

    8,225       8,297       5,916       6,750       7,698       7,532  

Depreciation and amortization(2)

    15,886       6,805       5,652       3,105       1,147       81  
   


 


 


 


 


 


Total expenses

    65,329       48,692       36,574       31,078       19,809       8,588  
   


 


 


 


 


 


Loss before minority interests, equity in earnings of real estate ventures and gain on sale of real estate assets

    (320 )     (12,431 )     (4,188 )     (8,079 )     (10,040 )     (4,925 )

Minority interest—Fidelity preferred return

    —         (4,132 )     (3,759 )     (322 )     —         —    

Income allocated to minority interest

    —         (3,904 )     (2,781 )     (1,403 )     —         —    

Equity in earnings of real estate ventures

    1,169       1,465       971       105       171       233  

Gain on sale of real estate assets

    672       672       —         4,677       —         —    
   


 


 


 


 


 


Net income (loss)

  $ 1,521     $ (18,330 )   $ (9,757 )   $ (5,022 )   $ (9,869 )   $ (4,692 )
   


 


 


 


 


 


Basic earnings (loss) per share(3)(4)

                                               
   


                                       

Diluted earnings (loss) per share(4)

                                               
   


                                       

Weighted average shares of common stock outstanding—basic(4)

                                               

Weighted average shares of common stock outstanding—diluted(4)

                                               

 


 

47


Table of Contents

Selected consolidated pro forma historical and financial data


 

    Company

    Extra Space Predecessor

 
   

Pro Forma
Year Ended
December 31,

2003

 

    Historical Consolidated
Year Ended December 31,


 
      2003     2002     2001     2000     1999  

 
    (dollars in thousands, except per share data)  

Balance Sheet Data (as of end of period):

                                               

Investments in real estate, net of accumulated depreciation and amortization

  $ 533,456     $ 354,374     $ 306,415     $ 242,086     $ 133,299     $ 34,013  

Total assets

    578,167       383,751       332,290       270,265       153,341       52,153  

Mortgages and other secured loans

    329,481       273,808       231,025       178,552       118,515       19,257  

Total liabilities

    337,423       306,226       259,903       191,667       127,739       22,197  

Minority interest

    15,260       56,521       45,184       43,231       —         —    

Stockholders’/members’ equity

    225,484       21,004       27,203       35,367       25,602       29,956  

Total liabilities and stockholders’/members’ equity

    578,167       383,751       332,290       270,265       153,341       52,153  

Cash Flow Data:

                                               

Funds from operations(5)

    11,518       (13,107 )     (6,471 )     (7,013 )     (8,963 )     (4,544 )

Net cash flow provided by (used in):

                                               

Operating activities

            (5,342 )     1,842       (4,385 )     (6,794 )     (30,282 )

Investing activities

            (57,757 )     (65,666 )     (8,884 )     (98,387 )     (847 )

Financing activities

            68,384       63,051       18,867       101,352       35,791  

Other Data:(6)

                                               

Total properties

    110       96       89       69       57       27  

Total net rentable square feet

    7,125,441       6,146,391       5,656,071       4,345,628       3,475,282       1,622,144  

Occupancy

    75.8 %     75.4 %     75.6 %     80.9 %     70.8 %     70.2 %

(1)   General and administrative expenses of our predecessor have historically been paid to Extra Space Management, Inc. as management fees. Pro forma general and administrative expenses include estimated public company costs less reimbursements of development costs associated with third-party development projects.
(2)   Includes real estate depreciation and amortization of $10,311, amortization of intangibles related to tenant relationships acquired of $4,289 and other non-real estate depreciation of $1,287 .
(3)   Pro forma basic earnings (loss) per share is computed assuming the offering was consummated as of the first day of the period presented and equals pro forma net income (loss) available to common stockholders divided by the pro forma number of shares of our common stock to be granted immediately prior to the offering, which amount excludes              shares of common stock reserved for issuance upon the exercise of options to be granted prior to or concurrently with the offering at an exercise price equal to the initial public offering price,              shares of common stock that may be issued by us upon exercise of the underwriters’ over-allotment option,              shares of common stock available for future issuance under our 2004 long-term stock incentive plan,              shares of common stock that may be issued upon conversion of              CCSs issued pursuant to the formation transactions and              shares of common stock that may be issued by us upon redemption of              OP units outstanding (including OP units issuable upon conversion of              CCUs).
(4)   The pro forma weighted average shares and earnings per share does not include the potential affects of the CCSs and CCUs as such securities would not have participated in earnings on a pro forma basis for the year ended December 31, 2003 had they been issued effective January 1, 2003. These securities will not participate in distributions until they are converted which cannot occur prior to March 31, 2006. We are currently evaluating the accounting impact of the conversion of CCSs and CCUs into shares of common stock and OP units.
(5)   As defined by NAREIT, FFO represents net income (computed in accordance with GAAP), excluding gains (or losses) from sales of property, plus depreciation and amortization and after adjustments for unconsolidated partnerships and joint ventures. We present FFO because we consider it an important supplemental measure of our operating performance and believe it is frequently used by securities analysts, investors and other interested parties in the evaluation of REITs, many of which present FFO when reporting their results. FFO is intended to exclude GAAP historical cost depreciation and amortization of real estate and related assets, which assumes that the value of real estate assets diminishes ratably over time. Historically, however, real estate values have risen or fallen with market conditions. Because FFO excludes depreciation and amortization unique to real estate, gains and losses from property dispositions and extraordinary items, it provides a performance measure that, when compared year over year, reflects the impact to operations from trends in occupancy rates, rental rates, operating costs, development activities and interest costs, providing perspective not immediately apparent from net income. We compute FFO in accordance with standards established by the Board of Governors of NAREIT in its March 1995 White Paper (as amended in November 1999 and April 2002), which may differ from the methodology for calculating FFO utilized by other equity REITs and, accordingly, may not be comparable to such other REITs. Further, FFO does not represent amounts available for management’s discretionary use because of needed capital replacement or expansion, debt service obligations, or other commitments and uncertainties. FFO should not be considered as an alternative to net income (loss) (computed in accordance with GAAP) as an indicator of our liquidity, nor is it indicative of funds available to fund our cash needs, including our ability to pay dividends or make distributions.
(6)   Other data includes properties that we consolidated or in which we held an equity interest.

 


 

48


Table of Contents

Selected consolidated pro forma historical and financial data


 

The following table presents the reconciliation of FFO to our net income (loss) before allocation to minority interest, which we believe is the most directly comparable GAAP measure to FFO.

 

     Company

    Extra Space Predecessor

 
    

Pro Forma

2003

    Year Ended December 31,

 
Reconciliation of FFO:      2003     2002     2001     2000     1999  

 
     (dollars in thousands)  

Net income (loss)

   $ 1,521     $ (18,330 )   $ (9,757 )   $ (5,022 )   $ (9,869 )   $ (4,692 )

Plus:

                                                

Real estate depreciation and amortization

     10,311       5,448       3,075       2,554       800       81  

Real estate depreciation and amortization included in equity in earnings of unconsolidated joint ventures

     358       447       211       132       106       67  

Less:

                                                

Gain on sale of real estate assets

     (672 )     (672 )     —         (4,677 )     —         —    
    


 


 


 


 


 


FFO(1)

   $ 11,518     $ (13,107 )   $ (6,471 )   $ (7,013 )   $ (8,963 )   $ (4,544 )
    


 


 


 


 


 



(1)   The FFO for the year ended December 31, 2003 of the company on a pro forma basis as compared to the historical amount, has increased due to the purchase of the joint venture interest in 13 properties, the minority interest in 31 consolidated properties and the acquisition of 14 properties from third parties. These acquisitions resulted in an increase in revenues of approximately $29.0 million, and an increase in net income of approximately $19.8 million.

 


 

49


Table of Contents

 

Management’s discussion and analysis of financial condition and results of operations

 

You should read the following discussion together with the “Selected consolidated pro forma and historical financial data” and the pro forma and historical consolidated financial statements, and related notes appearing elsewhere in this prospectus and the financial information set forth in the tables below. All amounts in the following discussion are in thousands except per share and storage unit data.

 

OVERVIEW

 

We are a fully integrated, self-administered and self-managed real estate investment trust formed to continue the business commenced in 1977 by our predecessor companies to own, operate, acquire, develop and redevelop professionally managed self-storage properties. Since 1996, our fully integrated development and acquisition teams have completed the development or acquisition of more than 104 self-storage properties. We continue to evaluate a range of new growth initiatives and opportunities for our company. To enable us to maximize revenue generating opportunities for our properties, we employ a state-of-the-art proprietary web-based tracking and yield management technology called STORE. Developed by our management team, STORE enables us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions.

 

We derive substantially all of our revenues from rents received from tenants under existing leases on each of our self-storage properties. We experience minor seasonal fluctuations in occupancy levels, with occupancy levels generally higher in the summer months due to increased moving activity. Our operating results therefore depend materially on our ability to lease available self-storage space and on the ability of our tenants to make required rental payments. We believe we are able to respond quickly and effectively to changes in local, regional and national economic conditions by adjusting rental rates through use of STORE.

 

In the future, we intend to focus on increasing the operating performance of our existing portfolio, and will continue to seek to acquire privately-held self-storage properties and to pursue new development opportunities. We will attempt to mitigate the risks normally associated with early-stage development and lease-up by undertaking development activities in conjunction with our joint venture partners.

 

The indebtedness we expect to have outstanding upon completion of the offering will be comprised principally of mortgage indebtedness secured by our properties, including those acquired in the formation transactions. We expect this indebtedness to aggregate approximately $329.5 million in principal amount. We are also currently in advanced stages of negotiations with Wells Fargo Bank, N.A. and certain other banks regarding establishing a proposed $100.0 million line of credit. We expect to have an aggregate of $20.8 million of indebtedness maturing at various times during 2004 and $35.2 million of indebtedness maturing at various times during 2005. We expect that each of these loans will be refinanced as they mature either through unsecured private or public debt offerings, additional debt financings secured by individual properties or groups of properties or by additional equity offerings.

 

Prior to the completion of the offering and the formation transactions, our business has been operated by our predecessor, Extra Space Storage LLC, and its affiliates. The consolidated financial statements of our predecessor for the year ended December 31, 2003 include the operating results of 22 properties held in joint ventures which our predecessor accounted for using the equity method of accounting. Following completion of the offering and the formation transactions, we will consolidate the results of operations of the 22 properties previously held in our non-consolidated joint ventures and will purchase the equity interests held by third parties in all but three of our consolidated joint ventures.

 


 

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As a result of the above changes and other structural changes that will occur as part of the formation transactions, our intention to qualify as a REIT for U.S. federal income tax purposes beginning with the taxable year ended December 31, 2004 and the improving climate for the self-storage industry as described below, we do not believe that the results of operations discussion of the Extra Space Predecessor set forth below is necessarily indicative of our future operating results.

 

RESTATEMENT OF PREDECESSOR FINANCIAL STATEMENTS AND INTERNAL CONTROL REMEDIATION

 

In connection with our preparation for the offering, we engaged in a process that involved the intensive review of the various joint venture arrangements that Extra Space Storage LLC had historically employed to finance part of its development and acquisition activities. As a result of this process, we reissued the historical financial statements of Extra Space Storage LLC for the years ended December 31, 2002 and 2001 to reflect a restatement of those financial statements to (1) consolidate some of our joint venture arrangements (relating to a total of 20 of our properties in 2002 and a total of 12 of our properties in 2001), (2) reverse certain gains relating to transactions that we had accounted for as property sales, (3) add additional footnote disclosures to the notes to such financial statements to disclose the existence of debt and preferred return guarantees that Extra Space Storage LLC and one member of our management team had provided in connection with such joint ventures and (4) adjust certain other items. For the years ended December 31, 2002 and 2001, these changes did not affect the cash available for distribution to the members of Extra Space Storage LLC but resulted in an increase in the net loss of Extra Space Storage LLC for the year ended December 31, 2002 from $1,334 to $9,757, an increase in revenues (including equity in earnings and gain on sale of real estate assets) from $28,562 to $33,357, an increase in expenses from $29,013 to $36,574 and an increase in income allocated to minority interest from $883 to $6,540. For the year ended December 31, 2001, the changes resulted in a decrease in net income of Extra Space Storage LLC from $522 to a net loss of $5,022, an increase in revenues (including equity in earnings and gain on sale of real estate assets) from $23,210 to $27,781, an increase in expenses from $22,688 to $31,078 and an increase in income allocated to minority interest from $0 to $1,725. The restatement also resulted in an increase as of December 31, 2002 in total assets of $52,187, total liabilities of $45,718 and other minority interests of $20,631 and a decrease in accumulated deficit of $13,942. The restatement also resulted in an increase as of December 31, 2001 in total assets of $33,569, total liabilities of $19,119 and other minority interests of $21,562 and a decrease in accumulated deficit of $6,612.

 

In connection with this process, our independent auditors have informed us that for the years ended December 31, 2002 and 2001, they determined that there was a material weakness in internal control over the manner in which our predecessor accounted for and reported on the terms of transactions involving certain of our joint venture arrangements and company and related party guarantees. We took steps to improve our predecessor’s internal controls in this area and we believe that we have remedied this weakness. As a result of these efforts, our independent auditors have not advised us of any material weakness in our predecessor’s internal controls for the year ended December 31, 2003. Our board of directors and management team are committed to evaluating and continuing to improve our procedures relating to internal controls over our financial reporting as we complete our transition from a private to a publicly-traded company.

 


 

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INDUSTRY TRENDS AND OUTLOOK

 

From the beginning of 2001 through the end of 2003, regional and national economic conditions, industry dynamics and competitive pressures have prevented many self-storage operators from increasing rental rates at their properties and have led others to offer rental discounts to tenants in order to improve occupancy rates. As a result, it has been difficult for us as well as many operators in many regions to improve the operating performance of their properties. We believe that, although the industry continues to face challenges, recent improvements in economic conditions and changes in industry dynamics have enhanced the prospects for operators to grow revenues by increasing rents from existing tenants and by adding new tenants to properties at rising price levels. As a result, we anticipate an improving climate for the self-storage industry, particularly for well-located, convenient, and highly-visible self-storage properties. The performance of our same-store portfolio in the fourth quarter of 2003, which is discussed below, supports our assessment of improving conditions for the self-storage industry.

 

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

 

We have prepared the consolidated financial statements of the Extra Space Predecessor and will prepare the consolidated financial statements for our company in accordance with GAAP which require us to make certain estimates and assumptions that affect the recorded amount of assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results may differ from these estimates. We have provided a summary of our significant accounting policies in Note 1 to the Notes to our consolidated financial statements as of and for the year ended December 31, 2003. We have summarized below those accounting policies that require our most difficult, subjective or complex judgments and that have the most significant impact on our financial condition and results of operations. Our management evaluates these estimates on an ongoing basis. These estimates are based on information currently available to management and on various other assumptions management believes are reasonable as of the date of this prospectus.

 

Ø   Acquisitions of real estate and intangible assets.    When we acquire real estate properties, we allocate the components of the acquisition price using relative fair values determined based on certain estimates and assumptions. These estimates and assumptions impact the allocation of costs between land and different categories of land improvements as well as the amount of costs assigned to individual properties in multiple property acquisitions. These allocations impact the amount of depreciation expense and gains and losses recorded on future sales of communities, and therefore the net income or loss we report.

 

We determine the fair value of the real estate we acquire, including land, land improvements and buildings, by valuing the real estate at the purchase price less any intangible assets. We then allocate this fair value to land, land improvements and buildings based on our determination of the relative fair values of these assets.

 

We determine the fair value of the intangible assets we acquire in accordance with purchase accounting for acquisitions by considering the value of in-place leases and the value of tenant relationships. We do not place a value on the in-place leases due to the month-to-month terms of the leases. We value tenant

 

 

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relationships as two months’ projected rent (end of month rent roll), based on the stable nature of rentals and vacates in our self-storage properties and the minimal amount of time and effort required to replace an existing tenant.

 

Ø   Useful lives of assets and amortization methods.    We determine the useful lives of our real estate assets (generally 39 years) based on historical and industry experience with the lives of those particular assets and experience with the timing of significant repairs and replacement of those assets. We have estimated the useful life of tenant relationships to be approximately 18 months based on our experience with the period of time a tenant stays in our facility.

 

Ø   Impairment of real estate.    We recognize an impairment loss on a real estate asset to be held and used in our operations if the asset’s undiscounted expected future cash flows are less than its depreciated cost whenever events and circumstances indicate that the carrying value of the real estate asset may not be recoverable. We compute a real estate asset’s undiscounted expected future cash flow using certain estimates and assumptions. We calculate the impairment loss as the difference between the asset’s fair market value and its carrying value.

 

Ø   Impairment of intangible assets.    We combine our intangible assets, which consist primarily of lease and customer intangibles with a definite life, with the related tangible assets (primarily consisting of real estate assets) at the lowest level for which cash flows are readily identifiable.

 

Whenever events or circumstances indicate that the carrying amount of the asset group is not recoverable, the asset group is tested for recoverability. If the asset group is not recoverable from the undiscounted cash flows attributable to that asset group, an impairment loss is recognized as the difference between the carrying value of the asset group and the estimated fair value of the asset group.

 

Ø   Investments in unconsolidated real estate ventures.     We evaluate each of our real estate ventures to determine whether it is a variable interest entity under the provisions of FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities, an interpretation of ARB No. 51 (revised December 2003)” which we refer to as FIN 46R. We will consolidate the variable interest entity for which we are deemed to be the primary beneficiary under FIN 46R. We account for our investments in unconsolidated real estate ventures under the equity method of accounting, as we exercise significant influence over, but do not control, these entities under the provisions of the entities’ governing agreements. These investments are recorded initially at cost, as investments in real estate ventures, and subsequently adjusted for equity in earnings and cash contributions and distributions.

 

Ø   Derivatives.    We manage our exposure to interest rate risk through the use of cash flow hedges and recognize in earnings the ineffective portion of gains or losses associated with cash flow hedges immediately. We obtain values for the interest rate caps from financial institutions that market these instruments.

 

Ø   Allowance for doubtful accounts.    We have not recorded an allowance for doubtful accounts. Substantially all of our receivables are comprised of rent due from our tenants. Historically, we have not experienced significant losses on our tenant’s receivables. However, collection of future receivables cannot be assured.

 

REIT QUALIFICATION TESTS

 

We will be subject to a number of operational and organizational requirements to maintain our qualification as a REIT. If we are subject to audit and if the Internal Revenue Service determined that we failed one or more of these tests, we could lose our REIT qualification. If we did not qualify as a REIT, our income would become subject to federal, state and local income taxes, which would be substantial, and the resulting adverse effects on our results of operations, liquidity and amounts distributable to our stockholders would be material.

 


 

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RESULTS OF OPERATIONS FOR THE EXTRA SPACE PREDECESSOR

 

Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

 

Overview

 

Results for the year ended December 31, 2003 include the operations of 96 properties (57 of which were consolidated and 39 of which were in joint ventures historically accounted for using the equity method) compared to the results for the year ended December 31, 2002, which included the operations of 89 properties (50 of which were consolidated and 39 of which were joint ventures historically accounted for using the equity method), equity and earnings of real estate ventures, third-party management fees, acquisition fees and development fees.

 

Total Revenue

 

Revenue for the year ended December 31, 2003 was $36,261 compared to $32,386 for the year ended December 31, 2002, an increase of $3,875, or 11.9%. This increase was primarily due to an increase of $4,243 in property rental revenues.

 

Property rental revenues (including merchandise sales, insurance administrative fees and late fees) increased by $4,243, or 14.7%, consisting of approximately $3,840 from the lease-up properties and $403 from stabilized properties. During the year ended December 31, 2003, the Extra Space Predecessor opened six new properties. The increase in same property revenues consists primarily of increased rental rates.

 

Management fees represent 6.0% of cash collected from the management of third-party properties.

 

Acquisition fees and development fees decreased by $268. The decrease in acquisition fees and development fees was primarily due to the decreased volume of acquisitions in 2003.

 

Other income represents interest income and income from truck rentals.

 

Total Expenses

 

Expenses for the year ended December 31, 2003 were $48,692 compared to $36,574 for the year ended December 31, 2002, an increase of $12,118, or 33.1%. This increase was primarily due to an increase of $3,218 in property operating expenses, an increase of $2,381 in general and administrative expenses, and an increase of $2,999 in unrecovered development/acquisition costs.

 

Property Operating Expenses

 

For the year ended December 31, 2003, property operating expenses were $14,858 compared to $11,640 for the year ended December 31, 2002, an increase of $3,218, or 27.6%. The increase was due primarily to increases in expenses of approximately $2,810 resulting from lease-up properties and approximately $408 in expenses from stabilized properties.

 

General and Other Administrative Expenses

 

General and administrative expenses for the year ended December 31, 2003, were $8,297 compared to $5,916 for the year ended December 31, 2002, an increase of $2,381, or 40.2%. This increase is primarily due to fewer development expenses capitalized in 2003—$1,797—than were capitalized in 2002—$3,788.

 


 

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Unrecovered Development/Acquisition Costs and Support Payments

 

Unrecovered development costs were $4,937 for the year ended December 31, 2003 compared to $1,938 for the year ended December 31, 2002, an increase of $2,999, or 154.7%. Unrecovered development costs for 2003 and 2002 included $1,520 and $314, respectively, relating to the final performance guarantee payments to a joint venture partner. In addition, the increase was due to approximately $2,500 in costs relating to a potential acquisition written off during the year ended December 31, 2003.

 

Interest Expense

 

Interest expense for the year ended December 31, 2003 was $13,795 compared to $11,428 for the year ended December 31, 2002, an increase of $2,367, or 20.7%. The increase was due primarily to indebtedness relating to new properties entering the lease-up stage being expensed rather than capitalized (interest was capitalized during the development phase). Capitalized interest during the years ended December 31, 2003 and 2002 was $2,593 and $2,071, respectively. During the year ended December 31, 2003, our predecessor opened six new properties, which increased our predecessor’s average outstanding debt and, as a consequence, increased interest costs. This increase in interest expense was partially offset by lower interest rates on variable rate debt.

 

Depreciation and Amortization

 

Depreciation and amortization for the year ended December 31, 2003, was $6,805 compared to $5,652 for the year ended December 31, 2002, an increase of $1,153, or 20.4%. The difference relates to more properties being open for the entire year ended December 31, 2003, than were open during the year ended December 31, 2002.

 

Minority Interest-Fidelity Preferred Return

 

Minority interest-Fidelity preferred return for the year ended December 31, 2003 was $4,132 compared to $3,759 for the year ended December 31, 2002, an increase of $373, or 9.9%. The increase was primarily due to an increased investment by Fidelity that was outstanding for the entire year of 2003 compared to three months of 2002.

 

Minority Interest

 

Minority interest for the year ended December 31, 2003 was $3,904 compared to $2,781 for the year ended December 31, 2002, an increase of $1,123, or 40.4%. The increase was primarily due to additional income allocated to minority investors in 2003 than in 2002 on lease-up properties, and to additional income allocated to a minority investor to cover the preferred return incurred.

 

Gain on the Sale of Real Estate Assets

 

Gain on the sale of real estate assets for the year ended December 31, 2003 was $672 compared to $0 for the year ended December 31, 2002. The increase was due to the sale of a facility in Kings Park, New York for $6,241.

 

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

 

Overview

 

Results for the year ended December 31, 2002 include the operations of the 89 properties (50 of which were consolidated and 39 of which were in joint ventures historically accounted for using the equity method) as compared to the year ended December 31, 2001 which included 69 properties (35 of which were consolidated and 34 of which were in joint ventures historically accounted for using the equity method), equity in earnings of real estate ventures, third-party management fees, acquisition fees and development fees.

 


 

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Total Revenue

 

Revenue for the year ended December 31, 2002 was $32,386 compared to $22,999 for the year ended December 31, 2001, an increase of $9,387, or 40.8%. This increase was primarily due to an increase of $9,437 in property rental revenues.

 

Property rental revenues (including merchandise sales, insurance administrative fees and late fees) increased by $9,437, consisting of $6,665 from seven properties that were acquired at the end of 2001, approximately $2,469 from the lease-up properties and approximately $301 from stabilized properties. During the year ended December 31, 2001, our predecessor opened 11 new development properties. The increase in same property revenues consists primarily of increased rental rates.

 

Management fees represent 6.0% of cash collected from the management of third-party properties.

 

Acquisition fees and development fees increased by $88. The increase in acquisition fees and development fees was primarily due to the size of the acquisitions in 2002 by affiliates of our predecessor.

 

Other income represents interest income and income from truck rentals.

 

Total Expenses

 

Expenses for the year ended December 31, 2002 were $36,574 compared to $31,078 for the year ended December 31, 2001, an increase of $5,496, or 17.7%. This increase was primarily due to an increase of $3,488 in property operating expenses.

 

Property Operating Expenses

 

For the year ended December 31, 2002, property operating expenses were $11,640 compared to $8,152 for the year ended December 31, 2001, an increase of $3,488, or 42.8%. The increase was due primarily to increases in expenses of $2,308 from seven properties that were acquired at the end of 2001, approximately $1,097 from the lease-up properties and approximately $82 from stabilized properties.

 

General and Other Administrative Expenses

 

Other administrative expense for the year ended December 31, 2002, was $5,916 compared to $6,750 for the year ended December 31, 2001, a decrease of $834, or 12.4%. This decrease was primarily due to more development expenses capitalized in 2002, $3,788, than were capitalized in 2001, $2,695.

 

Unrecovered Development/Acquisition Costs and Support Payments

 

Unrecovered development costs were $1,938 for the year ended December 31, 2002 compared to $2,227 for the year ended December 31, 2001, a decrease of $289, or 12.9%. Excluding performance guarantee payments to a joint venture partner of $314 in 2002 and $1,577 in 2001, unrecovered development costs were $1,624 and $650, respectively. This increase was due to the write-off of $1.1 million in additional development costs in 2002 relating to two development projects on which all development activities had been suspended.

 

Interest Expense

 

Interest expense for the year ended December 31, 2002 was $11,428 compared to $10,844 for the year ended December 31, 2001, an increase of $584, or 5.4%. The increase was due primarily to interest expense of $2,403 from seven properties that were acquired at the end of 2001. The increased interest expense was offset by lower interest rates on variable rate debt in 2002.

 


 

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Depreciation and Amortization Expense

 

Depreciation and amortization expense for the year ended December 31, 2002, was $5,652 compared to $3,105 for the year ended December 31, 2001, an increase of $2,547, or 82.0%. The increase was due primarily to increases in expenses of $1,272 from seven properties that were acquired on December 31, 2001, and additional expense relating to 11 new properties, which were completed in 2002.

 

Minority Interest-Fidelity Preferred Return

 

Minority interest-Fidelity preferred return for the year ended December 31, 2002 was $3,759 compared to $322 for the year ended December 31, 2002, an increase of $3,437, or 1067.3%. The increase was due to the Fidelity investment being outstanding for the entire year of 2002 and approximately one month of 2001.

 

Minority Interest

 

Minority interest for the year ended December 31, 2002 was $2,781 compared to $1,403 for the year ended December 31, 2001, an increase $1,378, or 98.2%. The increase was primarily due to additional income allocated to minority investors in 2002 than in 2001 on lease-up properties, and to additional income allocated to the minority investor to cover the preferred return paid.

 

Gain on the Sale of Real Estate Assets

 

Gain on the sale of real estate assets for the year ended December 31, 2002 was $0 as compared to $4,677 for the year ended December 31, 2001. The gain on sale of real estate recognized in 2001 related to two separate sales with proceeds totaling $37,205.

 

Same-Store Stabilized Property Results

 

We consider our same-store stabilized portfolio to consist of only those properties owned by the Extra Space Predecessor at the beginning and at the end of the applicable periods presented and that had achieved stabilization as of the first day of such period. The following table sets forth operating data for our same-store portfolio for the periods presented. We consider the following same-store presentation to be meaningful for investors because it provides information relating to property-level operating changes without the effects of acquisitions or completed developments. Although the number of same-store stabilized properties reflects information for only a portion of our total portfolio following completion of the offering and the formation transactions, we believe this presentation provides a meaningful period-over-period comparison because it includes all stabilized properties that were consolidated for all periods presented.

 

Extra Space Predecessor Same-Store Stabilized Property Results

 

     2003     2002     Percent
Change
    2002     2001     Percent
Change
 

 
     (dollars in thousands)  

Same-store rental revenues

   $ 21,862     $ 21,459     1.9 %   $ 12,197     $ 11,896     2.5 %

Same-store operating expenses

     8,604       8,196     5.0 %     4,917       4,835     1.7 %

Non same-store rental revenues

     11,192       7,352     52.2 %     16,614       7,479     122.1 %

Non same-store operating expenses

     6,254       3,444     81.6 %     6,723       3,317     102.7 %

Total rental revenues

     33,054       28,811     14.7 %     28,811       19,375     48.7 %

Total operating expenses

     14,858       11,640     27.7 %     11,640       8,152     42.8 %

Same-store year end average square foot occupancy

     88.1 %     87.8 %           87.8 %     86.0 %      

Number of properties included in same-store

     31       31             20       20        

 


 

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Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

 

Same-Store Rental Revenues.    Total revenue for our predecessor’s same-store stabilized property portfolio for the year ended December 31, 2003 was $21,862 compared to $21,459 for the year ended December 31, 2002, an increase of $403, or 2.0%. This increase was primarily due to increased rental rates.

 

Same-Store Operating Expenses.    Total operating expenses for our predecessor’s same-store stabilized property portfolio for the year ended December 31, 2003 was $8,604 compared to $8,196 for the year ended December 31, 2002, an increase of $408, or 5.0%. This increase was primarily due to increased payroll, advertising, snow removal (due to heavy snow falls experienced in New England) and property taxes.

 

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

 

Same-Store Rental Revenues.    Total revenue for our predecessor’s same-store stabilized property portfolio for the year ended December 31, 2002 was $12,197 compared to $11,896 for the year ended December 31, 2001, an increase of $301, or 2.5%. This increase was primarily due to increased rental rates.

 

Same-Store Operating Expenses.    Total operating expenses for our predecessor’s same-store property portfolio for the year ended December 31, 2002 was $4,917 compared to $4,835 for the year ended December 31, 2001, an increase of $82, or 1.7%. This increase was primarily due to increased payroll costs and increased property taxes.

 

CASH FLOWS

 

Comparison of the Year Ended December 31, 2003 to the Year Ended December 31, 2002

 

Cash provided by (used in) operations was ($5,342) and $1,842 for the years ended December 31, 2003 and 2002, respectively. The decrease in 2003 was primarily due to changes in operating assets and liabilities including increases in receivables from related parties and decreases in accounts payable and accrued expenses.

 

Cash used in investing activities was ($57,757) and ($65,666) for the years ended December 31, 2003 and 2002, respectively. The increase in 2003 was due to lower levels of acquisitions and development of properties.

 

Cash provided by financing activities was $68,384 and $63,051 for the years ended December 31, 2003 and 2002, respectively. The increase in 2003 was due primarily to additional borrowings to fund development.

 

Comparison of the Year Ended December 31, 2002 to the Year Ended December 31, 2001

 

Cash provided by (used in) operations was $1,842 and ($4,385) for the years ended December 31, 2002 and 2001, respectively. The improvement in 2002 was primarily due to changes in operating assets and liabilities including increases in other assets and the add back of the minority interest relating to the Fidelity preferred return and depreciation.

 


 

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Cash used in investing activities was ($65,666) and ($8,884) for the years ended December 31, 2002 and 2001, respectively. The increase in 2002 was due primarily to a higher level of development and acquisition of self-storage properties.

 

Cash provided by financing activities was $63,051 and $18,867 for the years ended December 31, 2002 and 2001, respectively. The increase in 2002 was due primarily to additional borrowings to fund the increased level of development and acquisition of self-storage properties.

 

LIQUIDITY AND CAPITAL RESOURCES

 

As of December 31, 2003, we had approximately $11,746 available in cash and cash equivalents. As a REIT, we will be required to distribute at least 90% of our net taxable income, excluding net capital gains, to our stockholders on an annual basis. Therefore, as a general matter, it is unlikely that we will have any substantial cash balances that could be used to meet our liquidity needs. Instead, these needs must be met from cash generated from operations and external sources of capital.

 

We believe that the offering and the formation transactions will improve our capital structure by increasing our equity capitalization and reducing our overall leverage. Upon completion of the offering and the financing transactions, we expect to have approximately $329.5 million of outstanding indebtedness and our debt to total market capitalization ratio, defined as total outstanding indebtedness divided by the sum of the market value of our outstanding common stock (which may decrease, thereby increasing our debt to total capitalization ratio), including options that we will grant to certain of our officers plus the aggregate value of OP units not owned by us, plus the book value of our total consolidated indebtedness, will be approximately     %. Approximately $249.9 million, or 75.8%, of our pro forma total indebtedness will be fixed rate and approximately $79.6 million, or 24.2%, will be variable rate. We have only one interest rate hedge instrument in place in an amount of $3.1 million and currently do not intend to enter into any further interest rate hedge agreements.

 

Short-Term Liquidity Requirements

 

Our short-term liquidity needs are primarily to fund operating expenses, recurring capital expenditures, interest on our credit properties and distributions to our common stockholders and holders of OP units. Holders of CCSs or CCUs will not, however, be entitled to receive dividends or distributions from the company or the operating partnership unless such CCSs or CCUs are converted to shares of common stock or OP units. Our properties require recurring investment of funds for property related capital expenditures and general capital improvements, which we estimate will amount to approximately $1.0 million for 2004. In addition, we expect to have non-recurring capital expenditures of approximately $0 to $500,000 during the 12 to 18 months following completion of the offering to optimize our long-term results from the formation transactions.

 

We are currently in advanced stages of negotiations with Wells Fargo Bank, N.A. and certain other banks regarding establishing a proposed $100.0 million line of credit. We currently expect to enter into this proposed line of credit on or shortly after completion of the offering. Assuming that we enter into this proposed line of credit, we expect to have $65.0 million available for borrowings under this proposed line of credit. We expect to use this line to fund the equity portion of acquisitions and our portion of joint venture development projects. Our ability to borrow under this facility will be subject to certain conditions relating to the assets securing this facility, and we cannot assure that all of these conditions will be met. If we are unable to meet the conditions necessary to continue funding under the facility, we will be unable to fund our acquisition plans, and our ability to maintain or improve our occupancy and our results of operations will be adversely affected. We expect to meet our short-term liquidity needs generally through net cash provided by operations, working capital generated from the offering and the formation transactions, existing cash and funding under our proposed line of credit.

 


 

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Long-Term Liquidity Needs

 

Our long-term liquidity needs consist primarily of new facility development, property acquisitions, principal payments under our secured credit facilities and non-recurring capital expenditures. We do not expect the net cash provided by operations will be sufficient to meet all of these long-term liquidity needs.

 

We expect to finance new property developments through modest equity capital contributed by our company in conjunction with construction loans. Upon issuance of a certificate of occupancy covering a new development project, we will have the right, under our new strategic joint venture with an affiliate of Prudential Financial, Inc. to contribute such development projects, subject to any construction financing, to this joint venture. Upon contribution, we expect that Prudential will contribute 95% or more of the capital to the joint venture in order to enable the joint venture to repay any such construction financing and to fund the property’s capital obligations during the lease-up stage. We will have a small capital interest in the contributed property (generally 5% or less). Any operating losses during the lease-up stage will be borne by the joint venture and will be allocated to the joint venture partners in proportion to their invested capital. In this joint venture, we will have the right to receive 40% of the available cash flow from operations once our joint venture partner has received a predetermined return on its investment, and 40% of the available cash flow from capital transactions once our joint venture partner has received a return of its capital plus such predetermined return. The joint venture agreement will include certain buy-sell rights, including a right of first refusal in favor of us to purchase the property from the joint venture following stabilization. We also expect to enter into new joint venture arrangements with other of our existing joint venture partners.

 

We expect to fund our property acquisitions through a combination of borrowings under our proposed line of credit and traditional secured mortgage financing. In addition, we expect to use our OP units as currency to acquire self-storage facilities from existing owners seeking a tax deferred transaction.

 

We expect to meet our other long-term liquidity requirements through net cash provided by operations and through additional equity and debt financings, including loans from banks, institutional investors or other lenders, bridge loans, letters of credit, and other arrangements, most of which in the short-term following completion of the offering will be secured by mortgages on our properties. Additionally, we may also issue unsecured debt in the future. We also may issue publicly or privately placed debt securities. We do not currently have in place commitments for any such financings and our ability to meet our long-term liquidity needs over time will depend upon prevailing market conditions.

 

Except for the Prudential joint venture described above or as disclosed in the notes to the financial statements of the Extra Space Predecessor, we do not currently have and have never had any relationships with unconsolidated entities or financial partnerships, such as entities often referred to as structured finance or special purposes entities, which typically are established for the purpose of facilitating off-balance sheet arrangements or other contractually narrow or limited purposes. Further, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitment or intent to provide funding to any such entities. Accordingly, we are not materially exposed to any financing, liquidity, market or credit risk that could arise if we had engaged in these relationships.

 

Expenditures for maintenance and repairs are charged to operations as incurred. Major replacements and betterments that improve or extend the life of the property are capitalized and depreciated over their estimated useful lives. We expect our 2004 capital expenditures to be approximately $1.0 million for ongoing maintenance and repairs.

 

INDEBTEDNESS OUTSTANDING AFTER THE OFFERING

 

In addition to our proposed line of credit, our indebtedness outstanding upon completion of the offering and the formation transactions will be comprised principally of mortgage indebtedness secured by our properties, including those acquired in the formation transactions. On a pro forma basis, our

 


 

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indebtedness will be approximately $329.5 million in principal amount. The following table sets forth certain information with respect to such indebtedness:

 

    

Amount

of Debt

   Weighted
Average
Interest
Rate
    Maturity
Date
   Annual
Debt
Service
  

Balance at

Maturity(1)


     (dollars in thousands)

Fixed Rate Debt:

                               

New senior fixed rate mortgage due 2009

   $ 83,100    4.70 %   2009    $ 5,657    $ 73,253

New senior fixed rate mortgage due 2011

     68,400    4.79     2011      3,276      63,890

Proposed senior fixed rate mortgage due 2009

     61,770    4.24     2009      2,625      61,770

Eight existing individual fixed rate mortgages(2)

     36,641    5.68     Various      2,585      Various

Variable Rate Debt:

                               

Eleven existing individual variable rate mortgages

     42,569    4.37     Various      1,858      Various

Proposed variable rate mortgage due 2007

     37,000    3.50     2007      1,295      37,000
    

                        

Total Debt

   $ 329,480                         
    

                        

(1)   Assumes no early repayment of principal.
(2)   Includes three loans that will be assumed by our company in connection with the formation transactions.

 

The following table sets forth the repayment schedule with respect to the indebtedness we expect to have outstanding upon completion of the offering and the formation transactions:

 

     Amounts
(dollars in thousands)


Through December 31, 2004

   $ 20,786

2005

     35,146

2006

     5,606

2007

     39,123

2008

     9,054

Thereafter

     219,765
    

Total Commitments

   $ 329,480
    

 

Material Provisions of Consolidated Indebtedness to be Outstanding Upon Completion of the Offering

 

The following is a summary of our material indebtedness expected to be outstanding after the offering and the formation transactions:

 

New Senior Fixed Rate Mortgage Due 2009.    On March 16, 2004, we entered into a new $83.1 million senior fixed rate mortgage due 2009 with GE Capital Corporation which is secured by 20 self-storage properties. This debt bears interest at a fixed rate of 4.70% per annum and requires principal repayments based on a 25-year amortization schedule. The terms of this debt require us to establish reserves relating to the mortgaged properties for real estate taxes, insurance and capital spending.

 

New Senior Fixed Rate Mortgage Due 2011.    On May 4, 2004, we entered into a new $68.4 million senior fixed rate mortgage due 2011 with Bank of America, N.A., which is secured by 20 self-storage properties. This debt bears interest at a fixed rate of approximately 4.79% per annum and will

 


 

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require principal repayments based on a 30-year amortization schedule following the first three years of payments of interest only. The terms of this debt require us to establish reserves relating to the mortgaged properties for real estate taxes, insurance and capital spending.

 

Eight Existing Individual Fixed Rate Mortgages.    Eight existing individual fixed rate mortgage loans, including three that we will assume upon completion of the offering and the formation transactions, are outstanding with various lenders which aggregate $36.6 million in principal amount. The weighted average interest rate of these mortgages is 5.68% and their maturity dates range from September 2005 to October 2013. These mortgages require the borrower to establish reserves relating to the mortgaged properties for real estate taxes, insurance and capital spending.

 

Eleven Existing Individual Variable Rate Mortgages.    Eleven existing individual variable rate mortgage loans are outstanding with various lenders which aggregate $42.6 million in principal amount. These mortgages bear interest at variable rates tied to Prime Rate plus 100 or LIBOR plus a spread ranging from 250 to 300 basis points, with a portion carrying an interest floor of 4.25% or 4.75%. Their maturity dates range from June 2004 to May 2006. These mortgages require us to establish reserves relating to the mortgaged properties for real estate taxes, insurance and capital spending.

 

Proposed Senior Fixed Rate Mortgage Due 2009.    We intend to enter into a proposed $61.8 million senior fixed rate mortgage due 2009 with Wachovia Bank, N.A., which will be secured by 11 self-storage properties. If we enter into this mortgage, it will bear interest at a fixed rate of approximately 4.24% per annum and will require no principal repayments but rather payments of interest only. The terms of this loan will require us to establish reserves relating to the mortgaged properties for real estate taxes, insurance, capital spending and insurance expenditures.

 

Proposed Variable Rate Mortgage Due 2007.    Upon completion of the offering and the formation transactions, we expect to enter into a variable rate mortgage loan in the aggregate principal amount of $37.0 million. We expect this mortgage to be secured by five properties and to bear interest at a variable rate equal to LIBOR plus 225 basis points and to mature three years after inception. We expect this mortgage will require us to establish reserves relating to the mortgaged properties for real estate taxes, insurance and capital spending.

 

Financing Strategy

 

We expect to employ leverage in our capital structure in amounts determined from time to time by our board of directors. Although our board of directors has not adopted a policy which limits the total amount of indebtedness that we may incur, it will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of such indebtedness that will be either fixed and variable rate, and in making financial decisions, including, among others, the following:

 

Ø   the interest rate of the proposed financing;

 

Ø   the extent to which the financing impacts our flexibility in managing our properties;

 

Ø   prepayment penalties and restrictions on refinancing;

 

Ø   the purchase price of properties we acquire with debt financing;

 

Ø   our long-term objectives with respect to the financing;

 

Ø   our target investment returns;

 

Ø   the ability of particular properties, and our company as a whole, to generate cash flow sufficient to cover expected debt service payments;

 

Ø   overall level of consolidated indebtedness;

 


 

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Ø   timing of debt and lease maturities;

 

Ø   provisions that require recourse and cross-collateralization;

 

Ø   corporate credit ratios including debt service coverage, debt to total market capitalization and debt to undepreciated assets; and

 

Ø   the overall ratio of fixed- and variable-rate debt.

 

Our indebtedness may be recourse, non-recourse or cross-collateralized. If the indebtedness is non-recourse, the collateral will be limited to the particular properties to which the indebtedness relates. In addition, we may invest in properties subject to existing loans secured by mortgages or similar liens on our properties, or may refinance properties acquired on a leveraged basis. We may use the proceeds from any borrowings to refinance existing indebtedness, to refinance investments, including the redevelopment of existing properties, for general working capital or to purchase additional interests in partnerships or joint ventures or for other purposes when we believe it is advisable.

 

Related Party Transactions

 

Extra Space Development LLC

 

Effective January 1, 2004, our predecessor distributed to certain holders of its Class A membership interests, 100% of the membership interests in Extra Space Development LLC, which was previously a wholly owned subsidiary of our predecessor. Extra Space Development LLC owns interests in 13 early stage development properties and two parcels of undeveloped land, which are currently subject to significant construction-related indebtedness and have been incurring substantial development-related expenditures. In connection with this distribution, Extra Space Development LLC entered into property management and development agreements with Extra Space Management, Inc., which, together with us, will elect to be a taxable REIT subsidiary of ours, pursuant to which this subsidiary is entitled to receive development fees that are estimated to be approximately $500,000 that will be paid over the course of the completion of the development of these properties and management fees equal to 6.0% of cash collected from the management of these properties upon completion, which is described herein under “Certain relationships and related transactions—Agreements with Extra Space Development LLC.” Extra Space Development LLC has granted us a right of first refusal with respect to the interests in the 13 properties described above. Upon completion of the offering and the formation transactions, Extra Space Development LLC will be owned by third-party individuals, as well as by executive officers and directors.

 

Centershift, Inc.

 

As part of the formation transactions, we have secured for our company through a license agreement with Centershift a perpetual right to continue to enjoy the benefits of STORE in all aspects of our property acquisition, development, redevelopment and operational activities, while the cost of maintaining the infrastructure required to support this product remain the responsibility of Centershift. This license agreement provides for an annual license fee payable by us which we estimate for the year ended December 31, 2004 will aggregate approximately $130,000, in exchange for which we will receive all product upgrades and enhancements and customary customer support services from Centershift. Centershift is required to secure our consent before entering into a license covering STORE with other publicly-traded self-storage companies.

 

Aircraft Dry Lease

 

An affiliate of Spencer F. Kirk, one of our directors, has provided us with the benefit of an Aircraft Dry Lease which provides that we have the right to use a 2002 Falcon 50EX aircraft owned by SpenAero, L.L.C. at a rate of $1,740 for each hour of use by us of the aircraft and the payment of all taxes by us associated with our use of the aircraft.

 


 

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Seasonality

 

Our business is subject to seasonal fluctuations. A greater portion of our revenues and profits are realized from May through September. Our results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.

 

Inflation

 

Inflation in the United States has been relatively low in recent years and did not have a material impact on the results of operations for the Extra Space Predecessor for the years ended December 31, 2003 and December 31, 2002. Although the impact of inflation has been relatively insignificant in recent years, it remains a factor in the United States economy and may increase the cost of acquiring or replacing property, plant and equipment and the costs of labor and utilities. Because our leases are month-to-month, we are able to rapidly adjust our rental rates to minimize the adverse impact of any inflation. This reduces our exposure to increases in costs and expenses resulting from inflation.

 

Other

 

We currently offer a tenant insurance program. Under this program, policies are issued and administered by a third party for a fee. The storage properties also receive an administrative fee for handling certain administrative duties on the policy. Losses in excess of premiums collected are covered by reinsurance carried by a third party. During the years ended December 31, 2003 and 2002, we recognized $451,000 (of which $288,000 are consolidated and $163,000 are in joint ventures historically accounted for using the equity methods) and $198,000 (of which $102,000 are consolidated and $97,000 are in joint ventures historically accounted for using the equity methods) in revenue, respectively, which is our administrative fee for administrative duties relating to this insurance program.

 

We currently sell boxes, packing supplies, locks and other storage and moving supplies. Revenue and expense relating to these activities are collected and paid by our storage facilities. During the years ended December 31, 2003 and 2002, we recognized revenue of $1.1 million (of which $689,000 are consolidated and $367,000 are in joint ventures historically accounted for using the equity methods) and $708,000 (of which $368,000 are consolidated and $340,000 are in joint ventures historically accounted for using the equity methods), respectively.

 

Other than our third-party development and management business discussed above and the other miscellaneous operations discussed in the previous two paragraphs, we do not currently conduct any other material operations that will be subject to corporate level tax through our taxable REIT subsidiary. These activities will be conducted upon completion of the offering and the formation transactions through our taxable REIT subsidiary.

 

Recent Accounting Pronouncements

 

In December 2003, the FASB issued FASB Interpretation No. 46R (“FIN 46R”), “Consolidation of Variable Interest Entities, an Interpretation of ARB No. 51 (revised December 2003).” FIN 46R addresses consolidation by business enterprises of variable interest entities. For entities created after December 31, 2003, we will be required to apply FIN 46R as of the date it first becomes involved with the entity. FIN 46R is effective for our company for entities created before December 31, 2003, effective for quarter ending March 31, 2004. While it has not completed its evaluation, the Company believes it is reasonably possible that certain of our investments in joint ventures would be considered variable interest entities, as defined under FIN 46R. Our maximum exposure to loss on these entities is limited to the book value of its investment in those entities (approximately $8.4 million at December 31, 2003).

 


 

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In May 2003, the FASB issued SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” This statement establishes standards for how an issuer classifies and measures certain financial instruments with characteristics of both liabilities and equity. Under SFAS No. 150, an issuer is required to classify financial instruments issued in the form of shares that are mandatorily redeemable, financial instruments that, at inception, embody an obligation to repurchase the issuer’s equity shares and financial instruments that embody an unconditional obligation, as liabilities. SFAS No. 150 is effective for financial instruments entered into or modified after May 31, 2003, and was effective for us for the year ended December 31, 2003. The adoption of SFAS No. 150 had no impact on our financial position, results of operations and cash flows.

 

Quantitative and Qualitative Disclosures About Market Risk

 

Our future income, cash flows and fair values relevant to financial instruments are dependent upon prevalent market interest rates. Market risk refers to the risk of loss from adverse changes in market prices and interest rates. We use some derivative financial instruments to manage, or hedge, interest rate risks related to our borrowings. We do not use derivatives for trading or speculative purposes and only enter into contracts with major financial institutions based on their credit rating and other factors.

 

Upon completion of the offering and the formation transactions, we expect to have outstanding approximately $329.5 million of consolidated debt. We expect approximately $79.6 million, or 24.2%, of our total consolidated debt, to be variable rate debt. We expect that approximately $249.9 million, or 75.8%, of our total indebtedness upon completion of the offering and the formation transactions will be subject to fixed interest rates for a minimum of four years. We have only one interest rate hedge instrument in place in an amount of $3.1 million. As a result, we expect that approximately 75.8% of our total indebtedness upon completion of the offering and the formation transactions will be subject to fixed interest rates for a minimum of four years.

 

If, after consideration of the interest rate cap agreement described above, LIBOR were to increase by 100 basis points, the increase in interest expense on the variable rate debt would decrease future earnings and cash flows by approximately $800,000 annually.

 

Interest risk amounts were determined by considering the impact of hypothetical interest rates on our financial instruments. These analyses do not consider the effect of any change in overall economic activity that could occur in that environment. Further, in the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our financial structure.

 

The fair value of our debt outstanding as of December 31, 2003 was approximately $329.5 million.

 

Contractual Obligations

 

The following table summarizes our known contractual obligations as of December 31, 2003 (dollars in thousands):

 

     Payments Due by Period at December 31, 2003

     Total    Less than
1 Year
   1-3 Years    4-5 Years    After 5 Years

Operating leases

   $ 5,072    $ 336    $ 1,009    $ 703    $ 3,024

Mortgage debt

     329,480      20,786      79,875      145,796      83,023
    

  

  

  

  

Total contractual obligations

   $ 334,552    $ 21,122    $ 80,884    $ 146,499    $ 86,047
    

  

  

  

  

 


 

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Business and properties

 

All statistical data contained in this prospectus is the most recently available data from the sources cited. Where no source is cited, statistical data has been derived from internal data prepared by our management.

 

OVERVIEW

 

We are a fully integrated, self-administered and self-managed real estate investment trust formed to continue the business commenced in 1977 by our predecessor companies to own, operate, acquire, develop and redevelop professionally managed self-storage properties. Since 1996, our fully integrated development and acquisition teams have completed the development or acquisition of more than 104 self-storage properties and we continue to evaluate a range of new growth initiatives and opportunities for our company. To enable us to maximize revenue generating opportunities for our properties, we employ a state-of-the-art proprietary web-based tracking and yield management technology called STORE. Developed by our management team, STORE enables us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing market conditions.

 

We currently own and operate 110 self-storage properties located in 15 states, 92 of which are wholly owned and 18 of which are held in joint ventures with third parties, and we also manage for third parties an additional 12 properties. Our properties are generally situated in convenient, highly-visible in-fill locations regionally clustered around high-density, high-income population centers, such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and San Francisco. Our properties contain an aggregate of approximately 7.1 million net rentable square feet of space configured in approximately 69,700 separate storage units as of February 29, 2004, with an average annual rent per occupied square foot for the year ended December 31, 2003 of approximately $17.71. As of February 29, 2004, our stabilized portfolio (which consists of 82 properties) was on average 84.6% occupied, while our lease-up portfolio (which consists of 28 properties) was on average 56.7% occupied. We consider a property to be in the lease-up stage after it has been issued a certificate of occupancy but before it has achieved stabilization. We consider a property to be stabilized once it either has achieved an 85% occupancy rate, or has been open for four years. Over the next 24 months, we expect our lease-up properties to achieve 85% occupancy, which we believe is in line with lease-up periods typical in the self-storage industry.

 

As of February 29, 2004, we had more than 52,000 tenants leasing storage units at our 110 properties, primarily on a month-to-month basis, providing us with flexibility to increase rental rates over time as market conditions permit. Although our leases are short-term in duration, our typical tenant tends to remain at our properties for an extended period of time. For properties that were stabilized as of February 29, 2004, the average length of stay for our tenants was approximately 16 months.

 

Members of our senior management team have significant experience in all aspects of the self-storage industry, with an average of more than nine years of industry experience. Our senior management team has collectively acquired and/or developed more than 150 properties during the past 25 years for our predecessor and other entities. Kenneth M. Woolley, our Chairman and Chief Executive Officer, and Richard S. Tanner, our Senior Vice President, East Coast Development, have worked in the self-storage industry since 1977 and led two of the earlier self-storage facility development projects in the United States. In addition, eight members of our management team have worked together for our predecessors for more than five years. Members of this management team have guided our predecessor through substantial growth, developing and acquiring $543 million in assets since 1996. Our senior management team funded this growth with internal funds and more than $268 million raised in private equity capital

 


 

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since 1998, largely from sophisticated, high net-worth individuals and institutional investors such as affiliates of Prudential Financial, Inc. and Fidelity Investments.

 

We intend to qualify as a REIT for federal income tax purposes beginning with our initial taxable year ending December 31, 2004. We intend to make regular quarterly distributions to our stockholders, beginning with a distribution for the period commencing on the offering and ending on             , 2004.

 

Upon completion of the offering and the formation transactions, substantially all of our business will be conducted through Extra Space Storage LP, our operating partnership, and our primary asset will be our interest in Extra Space Storage LLC.

 

THE SELF-STORAGE INDUSTRY

 

Self-storage refers to properties that offer do-it-yourself, month-to-month storage space rental for personal or business use. Self-storage offers a cost-effective and flexible storage alternative. Tenants rent fully enclosed spaces that can vary in size according to their specific needs and to which they have unlimited, exclusive access. Tenants have responsibility for moving their items into and out of their units. Self-storage unit sizes typically range from five feet by five feet to 20 feet by 20 feet, with an interior height of eight to 12 feet.

 

Self-storage provides a convenient way for individuals and businesses to store their possessions, whether due to a life-change, or simply because of a need for extra storage space. The mix of residential tenants using a self-storage property is determined by a property’s local demographics and often includes people who are looking to downsize their living space or others who are not yet settled in large homes. The range of items residential tenants place in self-storage properties range from cars, boats and recreational vehicles, to furniture, household items and appliances. Commercial tenants tend to include small business owners who require easy and frequent access to their goods, records or extra inventory or storage for seasonal goods. Self-storage properties provide an accessible storage alternative at a relatively low cost. Tenants typically rent an enclosed space to which they have unlimited, exclusive access. Properties generally have on-site managers who supervise and run the day-to-day operations, providing tenants with assistance as needed.

 

Our research has shown that tenants choose a self-storage property based primarily on the convenience of the site to their home or business, making high-density, high-traffic population centers ideal locations for locating a self-storage property. A property’s perceived security and the general professionalism of the site managers and staff are also contributing factors to a site’s ability to successfully secure rentals. Although most self-storage properties are leased to tenants on a month-to-month basis, tenants tend to continue their leases for extended periods of time. However, there are seasonal fluctuations in occupancy rates for self-storage properties. Based on our experience, generally, there is increased leasing activity at self-storage properties during the summer months due to the higher number of people who relocate during this period.

 

As population densities increase in the United States, there has been an increase in self-storage awareness and development. Although the industry originated in the southwestern United States, this increase in awareness of the self-storage option has contributed to the industry’s recent growth throughout the country. The relatively recent increase in development of self-storage properties on the east coast of the

 


 

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United States is indicative of the growing nature of the industry. According to the 2004 Self-Storage Almanac, in 1992 there were approximately 19,500 self-storage properties in the United States, with an average occupancy rate of 84.4% of net rentable square feet compared to approximately 37,000 properties in 2003 with an average occupancy rate of 84.6% of net rentable square feet. The growth in the industry has created more competition in various geographic regions, and therefore has led to an increased emphasis on site location, property design, innovation and functionality, especially for new sites slated for high-density population centers to accommodate the requirements and tastes of local planning and zoning boards, and to distinguish a facility from other offerings in the market.

 

The self-storage industry is also characterized by fragmented ownership. As illustrated by the following chart, according to the 2004 Self-Storage Almanac, as of December 31, 2003, the top five self-storage companies in the United States owned only approximately 10.2% of total U.S. self-storage properties, and the top 50 self-storage companies own only approximately 15.7% of the total U.S. properties. The 2004 Self-Storage Almanac also states that approximately 84.3% of all self-storage properties in the United States were owned by small operators. We believe this fragmentation will contribute to continued consolidation in the industry in the future.

 

LOGO

 

Source: 2004 Self-Storage Almanac

 

We believe that, unlike other REIT sectors, the self-storage industry brings with it attractive characteristics, including:

 

Ø   Self-storage properties are not reliant on a “single large tenant” whose vacating can have devastating impact on rental revenue.

 

Ø   Brand names can be developed at local, regional and even national levels. Marketing and development of a brand identity, therefore, take on a critical role in the success of a self-storage operator.

 

Ø   Self-storage companies have an opportunity for a great deal of geographic diversification, which could enhance the stability and predictability of cash flows.

 

Ø   A property’s location, convenience and security is more important than rental rate when it comes to a tenant making a leasing decision.

 

Ø   Ancillary products contribute incremental revenue for the self-storage operator. Moving and packing supplies, such as locks and boxes, and the offering of other services, such as property insurance and truck rentals, all help to increase revenues. As more sophisticated self-storage operators continue to develop innovative products and services such as on-line rentals, 24-hour accessibility, climate

 


 

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controlled properties, tenant-service call center access and after-hours storage, local operators may be increasingly unable to meet higher tenant expectations, which could encourage further consolidation in the industry.

 

Ø   Self-storage properties also generally have lower maintenance costs and capital expenditures as compared to other types of commercial real estate (which can require substantial improvements to secure new tenants) due to the comparative simplicity of building materials and systems of most properties. Typical expenditures include structural work such as roofing and pavement repair, the occasional addition of units to the property, landscaping maintenance and general repairs.

 

Ø   Well-run self-storage properties also tend to operate with a comparatively low level of bad debt and collection expense. Tenant evictions for non-payment of rent can be effected in most situations without any formal judicial proceeding, and the contents of individual storage units can be sold to offset the costs of any unpaid rents in accordance with state lien laws. For example, for our current portfolio of properties, bad debt expense has averaged less than 1.5% for each of the three years ended December 31, 2003.

 

We have found that the factors most important to tenants when choosing a self-storage site are a convenient location, a clean environment, friendly service and a professional helpful staff. Our experience also indicates that successfully competing in the self-storage industry requires an experienced and dedicated management team that is supported by an efficient and flexible operating platform that is responsive to tenants’ needs and expectations.

 

COMPETITIVE STRENGTHS

 

We believe we distinguish ourselves from other owners, operators and developers of self-storage properties in a number of ways, and enjoy significant competitive strengths, which include:

 

Ø   Geographic Diversity Combined with Concentration in Strong Markets.

 

We own and operate through our operating partnership a portfolio of 110 self-storage properties located in 15 states, including 18 properties that we own an interest in through joint venture arrangements. Our properties are generally situated in convenient, highly-visible in-fill locations clustered around large population centers such as Boston, Chicago, Los Angeles, Miami, New York/Northern New Jersey and San Francisco. These areas all enjoy above average population and income demographics and high barriers to entry for new self-storage properties. The clustering of our assets around these population centers enables us to reduce our operating costs through economies of scale. For example, we are able to employ our regional property management infrastructure to spread our advertising investment and other operating overhead over a larger number of properties and to increase our visibility and brand recognition. Our research indicates most tenants utilize properties within a three to five mile radius of their home or business, therefore focus on high-concentration areas is key. At the same time, we believe that the significant size and overall geographic diversification of our portfolio reduces risks associated with economic downturns or natural disasters in any one market in which we operate.

 

Ø   Strong Property and Operating Management Capabilities.

 

We have developed and utilize a comprehensive centralized approach to property and operational management to increase and maintain occupancy, improve tenant satisfaction and maximize the operating performance and margin of our properties. We have developed market-tested operating procedures for our properties and we invest in the training and development of employees to enable them to understand and implement these procedures in a professional and highly tenant-friendly manner. We have developed and employ a state-of-the-art web-based tracking and yield management technology called STORE to support all aspects of our property management operations, enabling our management team to centrally analyze, set and adjust rental rates in real time on a case-by-case basis across our entire portfolio to maximize revenue-generating opportunities. Unique in the self-storage

 


 

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industry, this technology provides a web-based application distributed via the internet to remote sites. Instead of software installed on each of our facility’s computers, both software and data reside at a central, secure location. This system allows us to gather, organize and provide critical analyses of detailed financial, operating, marketing and tenant information for our properties and the markets in which they operate on a real-time, easy-to-access basis. By allowing our management to proactively manage this dynamic pricing structure, our management can successfully integrate various operating initiatives. As part of the formation transactions, we have secured a perpetual license to continue to employ STORE in operating our business.

 

Ø   Consumer Oriented Marketing Approach.

 

We approach our business with a value-added consumer product focus and an emphasis on value and quality through employee training and strict adherence to guidelines developed by our senior management. Our tenant focus and quality controls provide consistency and quality of product and enable our on-site and regional managers to effectively manage our properties and improve our occupancy and tenant retention across our portfolio. Our property management and operations groups are supported by our marketing team that provides sales, marketing and advertising support for our properties and operations. We employ highly targeted direct response marketing programs, such as direct mail and coupon mailers, in combination with more broad-based marketing initiatives such as advertising in the Yellow Pages and on the internet.

 

Ø   Successful Acquirer and Developer of Properties.

 

Our fully-integrated development and acquisition teams have completed the development or acquisition of more than 104 different self-storage properties since 1996. We believe that we have developed a reputation as a trusted and reliable buyer. In addition, following completion of the offering and the formation transactions, we expect to be one of only two publicly-traded REITs in the self-storage industry that is organized in the UPREIT format, which will enable us to acquire new properties from tax-deferred transactions. As a result, we have a competitive advantage over most of our competitors that are structured as traditional REITs and non-REITs in pursuing acquisitions with tax-sensitive sellers. Also, unlike many other larger owners and operators of self-storage properties, we maintain a highly flexible approach to facility design and layout, which positions us to consider the broadest possible array of potential acquisitions and development sites. Our in-house development capability and our commitment to research allows us to access additional growth opportunities through the development or redevelopment of self-storage sites in different geographic regions.

 

Ø   Experienced Senior Management Team.

 

Our Chairman and Chief Executive Officer, Kenneth M. Woolley, and our co-founder, Richard S. Tanner, have been in the self-storage business for more than 25 years. Together, they have acquired or developed more than 150 properties. Our senior management team has an average of more than nine years of self-storage experience. Upon completion of the offering and the related formation transactions, our senior management team will own an approximately             % equity interest in our company on a fully-diluted basis. This senior management team includes a fully integrated acquisitions group that through February 29, 2004, had acquired 54 self-storage properties in the United States since 1996, a development team with a proven track record of strategic site selection and retail construction management of 50 self-storage properties in the United States since 1996, an operations team with 97 combined years of experience in profitably managing self-storage properties, and a marketing group with consumer marketing experience in research, strategic program implementation and brand development. All of these groups form a cohesive management team with a seamless approach to growing the company.

 

Ø   Nationally-Recognized Institutional Joint Venture Partners.

 

We have developed and/or acquired more than 72 properties since 1999 employing strategic joint ventures with nationally-recognized institutional investors such as affiliates of Prudential Financial,

 


 

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Inc. and Fidelity Investments. We believe our reputation for quality within our industry, and our management and development expertise, make us an attractive strategic partner for institutional investors. By partnering with institutions in this way, we can mitigate acquisition, development and lease-up risks, while retaining day-to-day operational control over, and a significant stake in the performance of, certain properties. Eighteen of our properties are held in joint venture format.

 

BUSINESS AND GROWTH STRATEGIES

 

Our primary business objectives are to maximize cash flow available for distribution to our stockholders and to achieve sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value. Our business strategy to achieve these objectives consists of the following elements:

 

Ø   Maximize Cash Flow at Our Properties.

 

We will seek to maximize revenue generating opportunities by responding to changing local market conditions through interactive yield management of the rental rates at our properties. Supported by STORE, we will seek to respond to changing market conditions and to maximize revenue generating opportunities through interactive rental rate management.

 

Ø   Pursue Opportunities to Acquire Privately-Held Self-Storage Portfolios.

 

We intend to selectively acquire, for cash or by utilizing units in our operating partnership as acquisition currency, privately-held self-storage portfolios and single self-storage assets in high population density areas with an undersupply or equilibrium of self-storage demand, re-flag them under the Extra Space Storage brand name, and implement our comprehensive property and operating systems so as to maximize their operating performance over time.

 

Ø   Strategically Select and Develop Sites.

 

We will seek to maximize revenue generating opportunities from our lease-up properties by actively managing these properties toward stabilization. We plan to continue to expand also by selecting and developing new self-storage properties with cost-effective, appealing construction in desirable areas based on specific data, including: visibility and convenience of location, market occupancy and rental rates, market saturation, traffic count, household density, median household income, barriers to entry and future demographic and migration trends. We have utilized a nationwide network of brokers and developers to consistently identify new opportunities. Because of the attractive architecture of many of our properties, we have been able to eliminate a typical barrier of entry for most self-storage developers in areas usually reserved for more traditional retail and commercial properties. We currently have 10 properties under contract that we believe are suitable for new property developments and are proceeding with the requisite due diligence for these properties. We also have a right of first refusal with respect to sales of the interests in the 13 early-stage development properties owned by Extra Space Development LLC. We also are currently reviewing more than 20 other sites that we believe also may be suitable development candidates.

 

Ø   Continue Joint Venture Strategy to Pursue Development Opportunities and Enhance Returns.

 

We plan to grow by continuing our development activities in conjunction with our joint venture partners while mitigating the risks normally associated with early-stage development and lease-up activities. Where appropriate, we will also seek to acquire properties in a capital-efficient manner in conjunction with our joint venture partners. Upon completion of the offering and the formation transactions, we intend to enter into a new strategic joint venture with an affiliate of Prudential Financial, Inc., one of our current joint venture partners, with respect to various future development properties. Prudential will contribute substantially all of the capital to the joint venture to enable the joint venture to repay any in-place construction financing and to fund the property’s capital obligations during the lease-up stage. We also

 


 

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expect to enter into joint venture arrangements with other of our existing joint venture partners. Typically in these deals, we will seek to have a small capital interest, and once our joint venture partner receives a predetermined return on its investment the remaining profits will be distributed to the joint venture partners.

 

PROPERTIES

 

We currently own and operate 110 properties located in 15 states, of which 92 are wholly owned and 18 are held in joint ventures with third parties. In addition, through our subsidiary Extra Space Management, Inc., we will provide management services to 12 self-storage properties. Our managed properties are held to the same high quality standards as our owned properties. Our properties contain an aggregate of approximately 7.1 million net rentable square feet of space configured in approximately 69,700 separate storage units as of February 29, 2004, with a weighted average rent per occupied square foot for the year ended December 31, 2003 of approximately $17.71 on an annualized basis. The following table sets forth additional information regarding our stabilized properties as of February 29, 2004:

 

Stabilized Property Data Based on Location

 

Location    Number
of Units
  

Year

Placed in

Operation(1)

   Net Rentable
Square Feet
   Occupancy
Rate(2)
   

Average Rent Per

Occupied Square Foot(3)


Arizona:

                           

Mesa

   480    2001    57,630    87.2 %   $ 10.44
    
       
            

Total Arizona

   480         57,630    87.2 %      

California:

                           

Burbank

   986    1987    81,185    95.3 %   $ 19.32

Claremont

   409    1996    47,765    86.5       11.64

Concord(4)

   822    1999    75,085    77.3       16.32

Fontana

   709    2000    86,155    85.4       9.00

Glendale

   429    1975    42,200    93.1       18.96

Hawthorne

   583    1991    47,915    89.0       17.52

Hollywood(4)

   507    1999    50,650    87.5       22.20

Inglewood

   567    1987    53,730    94.0       16.32

LaVerne(4)

   608    2001    69,287    88.5       14.64

Livermore

   676    2000    77,423    85.7       12.36

Los Angeles (Casitas Avenue)

   658    1998    63,927    87.5       15.36

Manteca

   545    2000    60,225    85.1       10.20

Newbury Park(4)

   402    1999    44,250    90.0       17.76

Oakland

   538    1986    55,650    89.0       20.16

Pico Rivera I

   465    2000    51,919    95.1       14.64

Richmond

   773    1987    62,215    85.0       14.76

Riverside

   732    1984    82,085    84.7       10.32

San Bernardino

   506    1983    63,385    93.2       9.24

Simi Valley(4)

   687    2000    78,157    86.7       18.24

Sherman Oaks

   843    1998    91,545    91.2       23.04

Studio City(4)

   381    2000    33,514    84.5       29.04

Thousand Oaks(4)

   446    1997    49,345    92.2       20.88

Torrance

   737    1994    80,051    88.9       17.04

Tracy I

   462    1988    62,400    66.7       14.04

Venice

   552    1999    56,515    91.7       29.88
    
       
            

Total California

   15,023         1,566,578    87.8 %      

 


 

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Location    Number
of Units
   Year
Placed in
Operation(1)
   Net Rentable
Square Feet
   Occupancy
Rate(2)
    Average Rent Per
Occupied Square Foot(3)

Colorado:

                           

Arvada

   268    1975    46,250    89.2 %   $ 9.48

Denver

   566    1974    68,350    81.2       8.76

Thornton

   529    1975    57,500    85.5       9.48

Westminster

   435    1979    58,868    76.7       8.04
    
       
            

Total Colorado

   1,798         230,968    83.1 %      
                             

Florida:

                           

Margate

   636    1985    53,751    93.5 %   $ 12.00

Miami (Fountainbleau)

   771    1987    74,739    84.5       13.68

Miami (Kendall)

   948    1986    86,997    92.0       17.04

North Lauderdale

   797    1985    74,885    89.5       8.28

North Miami

   801    1999    74,572    88.1       16.68

West Palm Beach (Forest Hill)

   656    1985    53,422    85.5       12.36

West Palm Beach (Military Trail)

   677    1987    59,592    84.9       11.28
    
       
            

Total Florida

   5,286         477,958    88.3 %      
                             

Massachusetts:

                           

Auburn

   461    1999    55,750    82.8 %   $ 13.68

Brockton

   375    1999    44,400    68.4       17.40

Cambridge

   464    1983    29,685    71.1       41.88

Dedham II

   674    1999    67,875    80.3       24.72

Foxboro

   454    1996    53,040    81.8       14.28

Hudson

   365    1990    50,050    81.3       13.44

Lynn

   668    2001    66,575    67.7       19.08

Marshfield

   462    2001    49,675    73.8       19.32

Norwood

   636    1999    71,721    77.9       16.44

Oxford

   389    1999    47,194    87.1       9.84

Quincy

   725    1997    55,370    65.1       30.00

Raynham

   525    2000    56,100    68.1       17.04

Somerville

   707    2000    58,345    78.2       22.80

Stoughton

   498    1987    58,025    79.0       11.88

Waltham

   496    1984    45,430    88.8       30.12

Weymouth

   716    2000    68,050    81.3       15.36

Woburn

   608    1989    47,990    74.2       33.72

Worcester

   271    1996    32,200    80.6       14.28

Worcester II

   51    1987    32,895    88.7       14.76
    
       
            

Total Massachusetts

   9,545         990,370    77.7 %      
                             

Missouri:

                           

Forest Park

   368    1997    40,517    87.8 %   $ 11.52

Halls Ferry

   440    1999    57,000    94.6       9.60
    
       
            

Total Missouri

   808         97,517    91.2 %      
                             

 


 

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Location    Number
of Units
   Year
Placed in
Operation(1)
   Net Rentable
Square Feet
   Occupancy
Rate(2)
    Average Rent Per
Occupied Square Foot(3)

Nevada:

                           

Las Vegas (Lamont)

   459    1987    56,500    93.1 %   $ 7.20
    
       
            

Total Nevada

   459         56,500    93.1 %      
                             

New Hampshire:

                           

Derry(3)

   368    1985    38,900    86.9 %   $ 12.60

Manchester(3)

   436    1985    45,125    89.6       12.12

Merrimack

   623    1999    72,600    89.0       10.08
    
       
            

Total New Hampshire

   1,427         156,625    88.5 %      
                             

New Jersey:

                           

Blackhorse(3)

   781    1990    70,125    83.1 %   $ 20.16

Edison

   1,005    1983    92,002    88.2       15.36

Egg Harbor

   1,130    1978    97,000    87.4       12.48

Glen Rock

   331    1998    35,285    90.1       21.60

Hazlet

   1,147    1987    114,025    85.7       17.76

Howell

   684    1987    69,200    73.3       14.40

Lawrenceville

   965    1998    115,878    76.3       22.80

Lyndhurst

   621    1997    59,175    94.2       19.32

Mahwah(3)

   956    1995    96,520    78.5       17.88

Old Bridge

   815    1977    80,900    88.7       15.48

Parlin

   607    1998    66,980    84.9       15.72

Woodbridge

   868    1986    74,908    91.7       12.84
    
       
            

Total New Jersey

   9,910         971,998    85.2 %      
                             

New York:

                           

Brentwood(3)

   730    1999    69,094    76.7 %   $ 18.12

Bronx-Fordham

   1,270    1999    58,526    89.1       45.12

Port Washington(3)

   784    2000    67,850    88.1       22.20
    
       
            

Total New York

   2,784         195,470    84.6 %      
                             

Pennsylvania:

                           

Doylestown

   536    1988    74,825    84.6 %   $ 10.08

Kennedy Township

   459    1988    59,250    87.7       9.00

Pittsburgh (Banksville)

   478    1999    60,650    80.1       10.68

Pittsburgh (Penn Ave)

   649    1989    55,226    84.3       14.76
    
       
            

Total Pennsylvania

   2,122         249,951    84.2 %      
                             

Utah:

                           

Kearns

   551    1986    72,750    79.1 %   $ 8.16
    
       
            

Total Utah

   551         72,750    79.1 %      
    
       
            

Total

   50,193         5,124,315    84.6 %      
    
       
            

(1)   Represents the year in which the property was first placed in service as a self-storage property.
(2)   As of December 31, 2003.
(3)   Property rental revenues for 2003 divided by occupied square feet. We consider property rental revenue to include all revenues from the rental of a unit, late and insurance fees, merchandise revenue, revenue from auctions and other miscellaneous revenue.
(4)   We hold an interest in the property in a joint venture.

 


 

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The following table sets forth additional information regarding our lease-up properties as of February 29, 2004:

 

Lease-Up Property Data Based on Location

 

Location    Number
of Units
   Year
Placed in
Operation(1)
   Net Rentable
Square Feet
   Occupancy
Rate(2)
    Annual Rent Per
Occupied Square Foot(3)
 

 

California:

                             

Fontana II (Valley Blvd)(4)

   715    2003    79,125    18.7 %     NM (4)

San Ramon(6)

   727    2002    77,415    78.0     $ 18.72  

Stockton

   611    2002    74,520    68.1       13.92  

Tracy II(4)

   433    2003    53,475    54.3       19.32  

Walnut(6)

   685    2002    73,025    65.8       19.32  

Whittier

   560    2002    60,502    80.8       15.96  
    
       
              

Total California

   3,731         418,062    60.9 %        
                               

Connecticut:

                             

Groton(4)

   630    2002    61,550    6.3 %     NM (4)

Wethersfield(4)

   748    2002    62,990    52.7     $ 24.84  
    
       
              

Total Connecticut

   1,378         124,540    29.5 %        
                               

Illinois:

                             

Crest Hill(4)

   591    2003    76,025    20.1 %     NM (4)

South Holland

   547    2002    69,215    66.9     $ 15.24  
    
       
              

Total Illinois

   1,138         145,240    43.5 %        
                               

Massachusetts:

                             

Ashland(4)

   506    2002    61,675    27.4 %     NM (4)

Dedham(4)

   626    2002    58,575    45.3     $ 28.80  

Kingston

   443    2002    60,830    76.2       13.08  

Milton(4)

   554    2002    59,000    23.6       NM (4)

Northboro

   516    2001    50,175    74.0       15.00  

Saugus(4)

   872    2002    88,150    14.2       NM (4)
    
       
              

Total Massachusetts

   3,517         378,405    43.5 %        
                               

Maryland:

                             

Lanham

   971    1998    149,780    72.6 %   $ 18.24