UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549


 

FORM 10-Q

(Mark One)

x

 

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

 

 

 

 

 

For the quarterly period ended March 31, 2007

 

 

 

or

 

 

 

o

 

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

 

 

 

 

 

For the transition period from                     to                     .

 

Commission File Number: 001-32269

EXTRA SPACE STORAGE INC.

(Exact name of registrant as specified in its charter)

Maryland

 

20-1076777

(State or other jurisdiction of incorporation or organization)

 

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

 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of principal executive offices)

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  x    No  o

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

Large accelerated filer x

 

Accelerated filer o

 

Non-accelerated filer o

 

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

The number of shares outstanding of the registrant’s common stock, par value $0.01 per share, as of April 30, 2007 was 64,375,757.

 




EXTRA SPACE STORAGE INC.

TABLE OF CONTENTS

STATEMENT ON FORWARD-LOOKING INFORMATION

 

3

 

 

 

PART I. FINANCIAL INFORMATION

 

4

 

 

 

ITEM 1. FINANCIAL STATEMENTS

 

4

 

 

 

EXTRA SPACE STORAGE INC. NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED) AMOUNTS IN THOUSANDS, EXCEPT SHARES AND PER SHARE DATA

 

8

 

 

 

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

 

20

 

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

32

 

 

 

ITEM 4. CONTROLS AND PROCEDURES

 

32

 

 

 

PART II. OTHER INFORMATION

 

33

 

 

 

ITEM 1. LEGAL PROCEEDINGS

 

33

 

 

 

ITEM 1A. RISK FACTORS

 

33

 

 

 

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

 

33

 

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

 

33

 

 

 

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

 

33

 

 

 

ITEM 5. OTHER INFORMATION

 

33

 

 

 

ITEM 6. EXHIBITS

 

33

 

 

 

SIGNATURES

 

34

 

2




STATEMENT ON FORWARD-LOOKING INFORMATION

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

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

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

·                  changes in general economic conditions and in the markets in which we operate;

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

·                  our ability to effectively compete in the industry in which we do business;

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

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

·                  difficulties in raising capital at reasonable rates, which could impede our ability to grow;

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

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

3




PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Extra Space Storage Inc.
Condensed Consolidated Balance Sheets

(in thousands, except share data)

 

 

March 31, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

Assets:

 

 

 

 

 

Real estate assets:

 

 

 

 

 

Net operating real estate assets

 

$

1,419,774

 

$

1,382,055

 

Real estate under development

 

31,423

 

35,336

 

Net real estate assets

 

1,451,197

 

1,417,391

 

 

 

 

 

 

 

Investments in real estate ventures

 

92,515

 

88,115

 

Cash and cash equivalents

 

35,111

 

70,801

 

Short-term investments

 

286,360

 

 

Restricted cash

 

46,094

 

44,282

 

Receivables from related parties and affiliated real estate joint ventures

 

5,966

 

15,880

 

Other assets, net

 

34,367

 

33,356

 

Total assets

 

$

1,951,610

 

$

1,669,825

 

 

 

 

 

 

 

Liabilities, Minority Interests, and Stockholders’ Equity:

 

 

 

 

 

Notes payable

 

$

873,710

 

$

828,584

 

Notes payable to trusts

 

119,590

 

119,590

 

Exchangeable senior notes

 

250,000

 

 

Line of credit

 

 

 

Accounts payable and accrued expenses

 

6,941

 

10,840

 

Other liabilities

 

30,138

 

32,098

 

Total liabilities

 

1,280,379

 

991,112

 

 

 

 

 

 

 

Minority interest in Operating Partnership

 

34,322

 

34,841

 

Other minority interests

 

333

 

317

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding

 

 

 

Common stock, $0.01 par value, 200,000,000 shares authorized, 64,304,353 and 64,167,098 shares issued and outstanding at March 31, 2007 and December 31, 2006, respectively

 

644

 

642

 

Paid-in capital

 

823,348

 

822,181

 

Accumulated deficit

 

(187,416

)

(179,268

)

Total stockholders’ equity

 

636,576

 

643,555

 

Total liabilities, minority interests, and stockholders’ equity

 

$

1,951,610

 

$

1,669,825

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

4




Extra Space Storage Inc.
Condensed Consolidated Statements of Operations

(in thousands, except share data)
(unaudited)

 

 

Three months ended March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

Property rental

 

$

46,231

 

$

39,175

 

Management and franchise fees

 

5,208

 

5,159

 

Tenant insurance

 

2,143

 

921

 

Development fees

 

55

 

50

 

Other income

 

139

 

65

 

Total revenues

 

53,776

 

45,370

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

Property operations

 

16,896

 

14,742

 

Tenant insurance

 

973

 

633

 

Unrecovered development and acquisition costs

 

250

 

318

 

General and administrative

 

9,240

 

9,245

 

Depreciation and amortization

 

8,796

 

9,276

 

Total expenses

 

36,155

 

34,214

 

 

 

 

 

 

 

Income before interest, minority interests and equity in earnings of real estate ventures

 

17,621

 

11,156

 

 

 

 

 

 

 

Interest expense

 

(13,396

)

(11,985

)

Interest income

 

1,448

 

482

 

Minority interest - Operating Partnership

 

(384

)

(54

)

Minority interests - Other

 

(16

)

 

Equity in earnings of real estate ventures

 

1,197

 

1,139

 

Net income

 

$

6,470

 

$

738

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

Basic

 

$

0.10

 

$

0.01

 

Diluted

 

$

0.10

 

$

0.01

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

Basic

 

64,058,756

 

51,593,729

 

Diluted

 

68,786,185

 

55,709,430

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

0.23

 

$

0.23

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

5




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

(in thousands, except share data)
(unaudited)

 

 

Common Stock

 

Paid-in

 

Deferred

 

Accumulated

 

Total
Stockholders’

 

 

 

Shares

 

Par Value

 

Capital

 

Compensation

 

Deficit

 

Equity

 

Balances at December 31, 2005

 

51,765,795

 

$

518

 

$

626,123

 

$

(2,374

)

$

(144,139

)

$

480,128

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Reclassification of deferred compensation upon adoption of SFAS 123R

 

 

 

(2,374

)

2,374

 

 

 

Issuance of common stock, net of offering costs

 

12,075,000

 

121

 

194,780

 

 

 

194,901

 

Issuance of common stock upon the exercise of options

 

98,003

 

1

 

545

 

 

 

546

 

Issuance of common stock to board members

 

12,000

 

 

 

 

 

 

Restricted stock grants issued

 

49,800

 

 

 

 

 

 

Restricted stock grants cancelled

 

(33,500

)

 

 

 

 

 

Compensation expense related to stock-based awards

 

 

 

1,725

 

 

 

1,725

 

Conversion of Operating Partnership units to common stock

 

200,000

 

2

 

1,809

 

 

 

1,811

 

Other adjustments

 

 

 

(427

)

 

 

(427

)

Net income

 

 

 

 

 

14,876

 

14,876

 

Dividends paid on common stock at $0.91 per share

 

 

 

 

 

(50,005

)

(50,005

)

Balances at December 31, 2006

 

64,167,098

 

642

 

822,181

 

 

(179,268

)

643,555

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock upon the exercise of options

 

54,106

 

1

 

731

 

 

 

732

 

Restricted stock grants issued

 

30,800

 

 

 

 

 

 

Conversion of Contigent Conversion Shares to common stock

 

52,349

 

1

 

 

 

 

1

 

Compensation expense related to stock-based awards

 

 

 

436

 

 

 

436

 

Net income

 

 

 

 

 

6,470

 

6,470

 

Dividends paid on common stock at $0.2275 per share

 

 

 

 

 

(14,618

)

(14,618

)

Balances at March 31, 2007

 

64,304,353

 

$

644

 

$

823,348

 

$

 

$

(187,416

)

$

636,576

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

6




Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows

(in thousands)
(unaudited)

 

 

Three months ended March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

6,470

 

$

738

 

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

 

 

 

 

 

Depreciation and amortization

 

8,796

 

9,276

 

Amortization of deferred stock compensation

 

 

186

 

Amortization of deferred financing costs

 

632

 

608

 

Stock compensation expense

 

436

 

200

 

Gain allocated to minority interests

 

400

 

54

 

Distributions from real estate ventures in excess of earnings

 

681

 

1,303

 

Accrued interest on notes receivable

 

 

(251

)

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables from related parties

 

9,914

 

7,093

 

Other assets

 

4,095

 

3,035

 

Accounts payable

 

(3,899

)

(5,935

)

Other liabilities

 

(1,863

)

(1,277

)

Net cash provided by operating activities

 

25,662

 

15,030

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of real estate assets

 

(34,709

)

(42,910

)

Development and construction of real estate assets

 

(6,926

)

(5,543

)

Proceeds from sale of real estate assets

 

 

728

 

Investments in real estate ventures

 

(5,583

)

(57

)

Purchase of short-term investments

 

(286,360

)

 

Change in restricted cash

 

(1,812

)

1,615

 

Principal payments received on notes receivable

 

 

364

 

Purchase of equipment and fixtures

 

(259

)

(241

)

Net cash used in investing activities

 

(335,649

)

(46,044

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exchangeable senior notes

 

250,000

 

 

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

 

45,454

 

30,635

 

Principal payments on notes payable and line of credit

 

(692

)

(4,049

)

Deferred financing costs

 

(5,676

)

(608

)

Net proceeds from exercise of stock options

 

732

 

91

 

Dividends paid on common stock

 

(14,618

)

(11,777

)

Distributions to Operating Partnership units held by minority interests

 

(903

)

(870

)

Net cash provided by financing activities

 

274,297

 

13,422

 

Net decrease in cash and cash equivalents

 

(35,690

)

(17,592

)

Cash and cash equivalents, beginning of the period

 

70,801

 

28,653

 

Cash and cash equivalents, end of the period

 

$

35,111

 

$

11,061

 

 

 

 

 

 

 

Supplemental schedule of cash flow information

 

 

 

 

 

Interest paid, net of amounts capitalized

 

$

12,018

 

$

10,964

 

 

 

 

 

 

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

Acquisitions:

 

 

 

 

 

Real estate assets

 

$

502

 

$

 

Investment in real estate ventures

 

(502

)

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

7




Extra Space Storage Inc.
Notes to Condensed Consolidated Financial Statements (unaudited)
Amounts in thousands, except shares and per share data

1.              ORGANIZATION

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

The Company invests in self-storage facilities by acquiring or developing wholly-owned facilities or facilities held through a joint venture with third parties. At March 31, 2007, the Company had direct and indirect equity interests in 571 storage facilities located in 32 states and Washington, D.C.

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

2.              BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended March 31, 2007 are not necessarily indicative of results that may be expected for the year ended December 31, 2007. The Condensed Consolidated Balance Sheet as of December 31, 2006 has been derived from the Company’s audited financial statements as of that date, but does not include all of the information and footnotes required by GAAP for complete financial statements. For further information refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2006 as filed with the Securities and Exchange Commission (“SEC”).

Reclassifications

Certain amounts in the 2006 financial statements and supporting note disclosures have been reclassified to conform to the current year presentation.  Such reclassification did not impact previously reported net income or accumulated deficit.

3.              NET INCOME PER SHARE

Basic earnings per common share is computed by dividing net income by the weighted average common shares outstanding, less non-vested restricted stock. Diluted earnings per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued and is calculated using the treasury stock method. Potential common shares are securities (such as options, warrants, convertible debt, Contingent Conversion Shares (“CCS”), Contingent Conversion Units (“CCU”) and convertible Operating Partnership units) that do not have a current right to participate in earnings but could do so in the future by virtue of their option or conversion right. In computing the dilutive effect of convertible securities, net income or loss is adjusted to add back any changes in earnings in the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary changes in income or loss that would result from the assumed conversion of those potential common shares. In computing diluted earnings per share, only potential common

8




shares that are dilutive, those that reduce earnings per share, are included.  For the three months ended March 31, 2007 and 2006, options outstanding of 420,456 and 281,988, Operating Partnership units of 3,810,261 and 3,825,787 and CCS/CCU shares of 471,047 and zero were dilutive, respectively.

4.              REAL ESTATE ASSETS

The components of real estate assets are summarized as follows:

 

March 31, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Land

 

$

374,453

 

$

361,569

 

Buildings and improvements

 

1,118,028

 

1,085,269

 

Intangible assets - tenant relationships

 

25,829

 

25,436

 

Intangible lease rights

 

3,400

 

3,400

 

 

 

1,521,710

 

1,475,674

 

Less: accumulated depreciation and amortization

 

(101,936

)

(93,619

)

Net operating real estate assets

 

1,419,774

 

1,382,055

 

Real estate under development

 

31,423

 

35,336

 

Net real estate assets

 

$

1,451,197

 

$

1,417,391

 

 

5.              PROPERTY ACQUISITIONS

The following table shows the Company’s acquisition of operating properties for the current year and does not include purchases of raw land or improvements made to existing assets:

 

 

 

 

 

 

 

 

 

 

Loans

 

 

 

Other (Assets)

 

 

 

Number of

 

 

 

 

 

Number of

 

Date of

 

Total

 

Cash

 

Receivable

 

Loan

 

or Liabilities

 

Value of OP

 

OP Units

 

Source of

 

Property Location(s)

 

Properties

 

Acquisition

 

Consideration

 

Paid

 

Settled

 

Assumed

 

Assumed, net

 

Units Issued

 

Issued

 

Acquisition

 

Tennessee

 

1

 

1/5/2007

 

3,684

 

3,672

 

 

 

12

 

 

 

Unrelated franchisee

 

Arizona

 

1

 

1/2/2007

 

4,693

 

4,527

 

 

 

166

 

 

 

Related joint venture

 

Maryland

 

1

 

1/11/2007

 

14,334

 

14,348

 

 

 

(14

)

 

 

Unrelated franchisee

 

Florida

 

1

 

3/27/2007

 

6,320

 

6,257

 

 

 

63

 

 

 

Unrelated franchisee

 

 

6.              INVESTMENTS IN REAL ESTATE VENTURES

Investments in real estate ventures consisted of the following:

 

Excess Profit

 

Equity

 

Investment balance at

 

 

 

Participation %

 

Ownership %

 

March 31, 2007

 

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

Extra Space West One LLC (“ESW”)

 

40

%

5

%

$

1,830

 

$

1,918

 

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

 

35

%

10

%

1,677

 

1,757

 

PRISA Self Storage LLC (“PRISA”)

 

17

%

2

%

13,558

 

13,393

 

PRISA II Self Storage LLC (“PRISA II”)

 

17

%

2

%

10,920

 

10,821

 

PRISA III Self Storage LLC (“PRISA III”)

 

20

%

5

%

4,561

 

4,534

 

VRS Self Storage LLC (“VRS”)

 

20

%

5

%

4,614

 

4,547

 

WCOT Self Storage LLC (“WCOT”)

 

20

%

5

%

5,343

 

5,287

 

Storage Portfolio I, LLC (“SP I”)

 

40

%

25

%

19,281

 

19,260

 

Storage Portfolio Bravo II (“SPB II”)

 

45

%

20

%

15,089

 

15,264

 

Other minority owned properties

 

10-50

%

10-50

%

15,642

 

11,334

 

 

 

 

 

 

 

$

92,515

 

$

88,115

 

 

On March 1, 2007, the Company acquired a 39.5% interest in U-Storage de Mexico S.A., an existing Mexican corporation (“U-Storage”), which currently manages, develops, owns and operates self storage facilities in Mexico.  Included in Other Minority Owned Properties is $5,083 relating to the Company’s investment in Mexico.  Kenneth T. Woolley, a former Senior Vice President of the Company and son of Kenneth M. Woolley, the CEO of the Company, also acquired a 0.5% interest in U-Storage de Mexico S.A.

In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested

9




capital. To the extent that cash/profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash/profits than its equity interest.

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

 

Three months ended March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Equity in earnings of ESW

 

$

348

 

$

340

 

Equity in earnings of ESNPS

 

46

 

36

 

Equity in earnings of PRISA

 

170

 

125

 

Equity in earnings of PRISA II

 

130

 

110

 

Equity in earnings of PRISA III

 

63

 

23

 

Equity in earnings of VRS

 

61

 

34

 

Equity in earnings of WCOT

 

70

 

33

 

Equity in earnings of SP I

 

204

 

224

 

Equity in earnings of SPB II

 

189

 

189

 

Equity in earnings of other minority owned properties

 

(84

)

25

 

 

 

$

1,197

 

$

1,139

 

 

Equity in earnings of SP I and SPB II includes the amortization of the Company’s excess purchase price of approximately $22 million of these equity investments over its original basis. The excess basis is amortized over 40 years.

7.              SHORT-TERM INVESTMENTS

The Company accounts for its investments in debt and equity securities according to the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 115, Accounting for Certain Investments in Debt and Equity Securities, which requires securities classified as “available-for-sale” to be stated at fair value. Adjustments to fair value of available-for-sale securities are recorded as a component of other comprehensive income (loss).  A decline in the market value of equity securities below cost, that is deemed to be other than temporary, results in a reduction in the carrying amount to fair value.  The impairment is charged to earnings and a new cost basis for the security is established.  At March 31, 2007, we had $286.4 million in highly-liquid auction rate securities (“ARS”) and variable rate demand notes classified as available-for-sale securities. Although these securities have long-term stated contractual maturities, they can be presented for redemption at auction when rates are reset which is typically every 7, 28 or 35 days.  We had no realized or unrealized gains or losses related to these securities during the period ended March 31, 2007.  All income related to these investments was recorded as interest income. In accordance with our investment policy, we only invest in ARS with high credit quality issuers and limit the amount of investment exposure to any one issuer.

10




8.              NOTES PAYABLE

The components of notes payable are summarized as follows:

 

 

March 31, 2007

 

December 31, 2006

 

Fixed Rate

 

 

 

 

 

Mortgage and construction loans with banks bearing interest at fixed rates between 4.65% and 7.50%. The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between March 1, 2008 and February 11, 2017.

 

$

787,066

 

$

743,511

 

 

 

 

 

 

 

Variable Rate

 

 

 

 

 

Mortgage and construction loans with banks bearing floating interest rates (including loans subject to interest rate swaps) based on LIBOR. Interest rates based on LIBOR are between LIBOR plus 0.66% (5.97% and 6.01% at March 31, 2007 and December 31, 2006, respectively) and LIBOR plus 2.75% (8.07% and 8.10% at March 31, 2007 and December 31, 2006, respectively). The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between October 25, 2007 and October 31, 2009.

 

86,644

 

85,073

 

 

 

 

 

 

 

 

 

$

873,710

 

$

828,584

 

 

Real estate assets are pledged as collateral for the notes payable. The Company is subject to certain restrictive covenants relating to the outstanding notes payable. The Company was in compliance with all covenants at March 31, 2007.

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

The estimated fair value of the Swap Agreement at March 31, 2007 and December 31, 2006 was reflected as an other liability of $1,561 and $1,925, respectively. For the three months ended March 31, 2007 and 2006, interest expense has been increased by $261 and $96 as a result of the Swap Agreement.

9.              NOTES PAYABLE TO TRUSTS

During July 2005, ESS Statutory Trust III (the “Trust III”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $40.0 million of preferred securities which mature on July 31, 2035. In addition, the Trust III issued 1,238 of Trust common securities to the Operating Partnership for a purchase price of $1.2 million. On July 27, 2005, the proceeds from the sale of the preferred and common securities of $41.2 million were loaned in the form of a note to the Operating Partnership (“Note 3”). Note 3 has a fixed rate of 6.91% through July 31, 2010, and then will be payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. The interest on Note 3, payable quarterly, will be used by the Trust III to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after July 27, 2010.

During May 2005, ESS Statutory Trust II (the “Trust II”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $41.0 million of preferred securities which

11




mature on June 30, 2035. In addition, the Trust II issued 1,269 of Trust common securities to the Operating Partnership for a purchase price of $1.3 million. On May 24, 2005, the proceeds from the sale of the preferred and common securities of $42.3 million were loaned in the form of a note to the Operating Partnership (“Note 2”). Note 2 has a fixed rate of 6.67% through June 30, 2010, and then will be payable at a variable rate equal to the three-month LIBOR plus 2.40% per annum. The interest on Note 2, payable quarterly, will be used by the Trust II to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after June 30, 2010.

During April 2005, ESS Statutory Trust I (the “Trust”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership issued an aggregate of $35.0 million of trust preferred securities which mature on June 30, 2035. In addition, the Trust issued 1,083 of trust common securities to the Operating Partnership for a purchase price of $1.1 million. On April 8, 2005, the proceeds from the sale of the trust preferred and common securities of $36.1 million were loaned in the form of a note to the Operating Partnership (the “Note”). The Note has a variable rate equal to the three-month LIBOR plus 2.25% per annum. The interest on the Note, payable quarterly, will be used by the Trust to pay dividends on the trust preferred securities. The trust preferred securities may be redeemed by the Trust with no prepayment premium after June 30, 2010.

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

10.       EXCHANGEABLE SENIOR NOTES

On March 27, 2007, our Operating Partnership issued $250.0 million of its 3.625% Exchangeable Senior Notes due April 1, 2027 (the “Notes”). Costs incurred to issue the Notes were approximately $5.1 million. These costs are being amortized over five years, which represents the estimated term of the Notes, and are included in other assets in the condensed consolidated balance sheet as of March 31, 2007. The Notes are general unsecured senior obligations of the Operating Partnership and are fully guaranteed by the Company. Interest is payable on April 1 and October 1 of each year beginning October 1, 2007 until the maturity date of April 1, 2027. The Notes bear interest at 3.625% per annum and contain an exchange settlement feature, which provides that the Notes may, under certain circumstances, be exchangeable for cash (up to the principal amount of the Notes) and, with respect to any excess exchange value, for cash, shares of our common stock or a combination of cash and shares of our common stock at an initial exchange rate of approximately 42.5822 shares per $1,000 principal amount of Notes at the option of the Operating Partnership.

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

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

The Operating Partnership and the Company entered into a registration rights agreement whereby we must register the shares of common stock which could be issued in the future upon exchange. If we fail to file a shelf registration statement with the SEC within 120 days of the issuance of the Notes, and such registration statement is not declared effective within 210 days of the issuance of the Notes, for the first 90 days following such failure, the annual interest rate of the Notes will increase to 3.875% per annum until the registration statement is declared effective. Thereafter, if such registration default is still not cured, the annual interest rate of the Notes will increase to 4.125% per annum until the registration statement is declared effective.

11.       LINE OF CREDIT

The Company, as guarantor, and its Operating Partnership have entered into a $100.0 million revolving line of credit, which

12




includes a $10.0 million swingline subfacility (the “Credit Facility”).

The Credit Facility has an interest rate of 175 basis points over LIBOR (7.07% and 7.10% at March 31, 2007 and December 31, 2006, respectively). The Operating Partnership intends to use the proceeds of the Credit Facility for general corporate purposes. As of March 31, 2007, the Credit Facility had approximately $81.0 million of capacity based on the assets collateralizing the Credit Facility. No amounts were outstanding on the line of credit at March 31, 2007 or December 31, 2006. The maturity date on the line of credit is September 2007. The Credit Facility is collateralized by mortgages on certain real estate assets.

12.                               RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

The Company provides management and development services for certain joint ventures, franchise, third party and other related party properties. Management agreements provide generally for management fees of 6% of cash collected from properties for the management of operations at the self-storage facilities. The Company earns development fees of 4%-6% of budgeted costs on developmental projects.

Management fee revenue for related party and affiliated real estate joint ventures is summarized as follows:

 

 

 

 

March 31,

 

Entity

 

Type

 

2007

 

2006

 

 

 

 

 

 

 

 

 

ESW

 

Affiliated real estate joint ventures

 

$

109

 

$

101

 

ESNPS

 

Affiliated real estate joint ventures

 

107

 

102

 

PRISA

 

Affiliated real estate joint ventures

 

1,301

 

1,232

 

PRISA II

 

Affiliated real estate joint ventures

 

1,042

 

1,000

 

PRISA III

 

Affiliated real estate joint ventures

 

468

 

452

 

VRS

 

Affiliated real estate joint ventures

 

285

 

273

 

WCOT

 

Affiliated real estate joint ventures

 

381

 

359

 

SP I

 

Affiliated real estate joint ventures

 

310

 

298

 

SPB II

 

Affiliated real estate joint ventures

 

262

 

256

 

Extra Space Development (“ESD”)

 

Related party

 

161

 

96

 

Various

 

Franchisees, third parties and other

 

782

 

990

 

 

 

 

 

$

5,208

 

$

5,159

 

 

Development fee revenue for related party and affiliated real estate joint ventures is summarized as follows:

 

March 31,

 

Type

 

2007

 

2006

 

Affiliated real estate joint ventures

 

$

55

 

$

25

 

Related party

 

 

25

 

 

 

$

55

 

$

50

 

 

Effective January 1, 2004, the Company entered into a license agreement with Centershift, a related party software provider, to secure a perpetual right for continued use of STORE (the site management software used at all sites operated by the Company) in all aspects of the Company’s property acquisition, development, redevelopment and operational activities. The Company paid Centershift $189 and $178 for the three months ended March 31, 2007 and 2006, respectively, relating to the purchase of software and to license agreements.

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

13




 

 

March 31, 2007

 

December 31, 2006

 

Receivables:

 

 

 

 

 

Development fees

 

$

2,678

 

$

2,633

 

Other receivables from properties

 

3,288

 

13,247

 

 

 

$

5,966

 

$

15,880

 

 

Other receivables from properties consist of amounts due for management fees  and expenses paid by the Company on behalf of the managed properties.  The Company believes that all of these related party and affiliated joint venture receivables are fully collectible. The Company did not have any payables to related parties at March 31, 2007 or December 31, 2006.

13.       MINORITY INTEREST IN OPERATING PARTNERSHIP

The Company’s interest in its properties is held through the Operating Partnership. ESS Holding Business Trust I, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The Company, through ESS Holding Business Trust II, a wholly owned subsidiary of the Company, is also a limited partner of the Operating Partnership. Between its general partner and limited partner interests, the Company held a 94.40% majority ownership interest therein as of March 31, 2007. The remaining ownership interests in the Operating Partnership of 5.60% are held by certain former owners of assets acquired by the Operating Partnership, which include a director and officers of the Company.

The minority interest in the Operating Partnership represents Operating Partnership units that are not owned by the Company. In conjunction with the formation of the Company and as a result of subsequent acquisitions, certain persons and entities contributing interests in properties to the Operating Partnership received limited partnership units in the form of either Operating Partnership units or Contingent Conversion Units. Limited partners who received Operating Partnership units in the formation transactions or in exchange for contributions for interests in properties have the right to require the Operating Partnership to redeem part or all of their Operating Partnership units for cash based upon the fair market value of an equivalent number of shares of the Company’s common stock at the time of the redemption. Alternatively, the Company may, at its option, elect to acquire those Operating Partnership units in exchange for shares of its common stock on a one-for-one basis, subject to anti-dilution adjustments provided in the Operating Partnership agreement.

As of March 31, 2007, the Operating Partnership had 3,811,308 and 197,353 Operating Partnership units and CCUs outstanding, respectively.

Unlike the Operating Partnership units, CCUs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 early-stage lease-up properties, all or a portion of the CCUs will be automatically converted into Operating Partnership units. Initially, each CCU will be convertible on a one-for-one basis into Operating Partnership units, subject to customary anti-dilution adjustments. Beginning with the quarter ended March 31, 2006, and ending with the quarter ending December 31, 2008, the Company will calculate the net operating income from the 14 wholly-owned early-stage lease-up properties over the 12-month period ending in such quarter. Within 35 days following the end of each quarter referred to above, some or all of the CCUs will be converted so that the total percentage (not to exceed 100%) of CCUs issued in connection with the formation transactions that have been converted to Operating Partnership units will be equal to the percentage determined by dividing the net operating income for such period in excess of $5.1 million by $4.6 million. If any CCU remains unconverted through the calculation made in respect of the 12-month period ending December 31, 2008, such outstanding CCUs will be cancelled.

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

As of March 31, 2007, there were 2,693 CCUs converted to Operating Partnership units.  Based on the performance of the properties as of March 31, 2007, an additional 23,046 CCUs became eligible for conversion.  The board of directors approved the conversion of these CCUs on May 1, 2007 as per the Company’s charter, and the units were issued on May 4, 2007.

14




14. STOCKHOLDERS’ EQUITY

The Company’s charter provides that it can issue up to 200,000,000 shares of common stock, $0.01 par value per share, 4,100,000 Contingent Conversion Shares, $.01 par value per share, and 50,000,000 shares of preferred stock, $0.01 par value per share. On September 25, 2006, the Company closed a public common stock offering of 12,075,000 shares at an offering price of $17.00 per share, for aggregate gross proceeds of $205,275. Transaction costs were $10,374, resulting in net proceeds of $194,901. As of March 31, 2007, 64,304,353 shares of common stock were issued and outstanding, 3,836,494 CCSs were issued and outstanding and no shares of preferred stock were issued and outstanding. All stockholders of the Company’s common stock are entitled to receive dividends and to one vote on all matters submitted to a vote of stockholders.

Unlike the Company’s shares of common stock, CCSs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 early-stage lease-up properties, all or a portion of the CCSs will be automatically converted into shares of the Company’s common stock. Initially, each CCS will be convertible on a one-for-one basis into shares of common stock, subject to customary anti-dilution adjustments. Beginning with the quarter ended March 31, 2006, and ending with the quarter ending December 31, 2008, the Company will calculate the net operating income from the 14 wholly-owned early-stage lease-up properties over the 12-month period ending in such quarter. Within 35 days following the end of each quarter referred to above, some or all of the CCSs will be converted so that the total percentage (not to exceed 100%) of CCSs issued in connection with the formation transactions that have been converted to common stock will be equal to the percentage determined by dividing the net operating income for such period in excess of $5.1 million  by $4.6 million. If any CCS remains unconverted through the calculation made in respect of the 12-month period ending December 31, 2008, such outstanding CCSs will be cancelled and restored to the status of authorized but unissued shares of common stock.

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

As of March 31, 2007, there were 52,349 CCSs converted to common stock.  Based on the performance of the properties as of March 31, 2007, an additional 448,001 CCSs became eligible for conversion.  The board of directors approved the conversion of these CCSs on May 1, 2007 as per the Company’s charter, and the shares were issued on May 4, 2007.

15.       STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted SFAS No. 123 (revised 2004), “Share-Based Payment” (“SFAS 123R”), which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. SFAS 123R supersedes SFAS No. 123, “Accounting for Stock-Based Compensation” and Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). The Company adopted SFAS 123R using the modified prospective application method of adoption which requires the Company to record compensation cost related to non-vested stock awards as of December 31, 2005 by recognizing the unamortized grant date fair value of these awards over their remaining service period with no change in historical reporte d earnings. Awards granted after December 31, 2005 are valued at fair value in accordance with provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award. The forfeiture rate, which is estimated at a weighted average of 15.2% of unvested options outstanding as of March 31, 2007, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

Prior to 2006, the Company accounted for stock-based compensation in accordance with APB 25 using the intrinsic value method, which did not require that compensation cost be recognized for the Company’s stock options provided the option exercise price was established at 100% of the common stock fair value on the date of grant. Under APB 25, the Company was required to record expense over the vesting period for the value of restricted common stock granted. Prior to 2006, the Company provided pro forma disclosure amounts in accordance with SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure” (“SFAS 148”), as if the fair value method defined by SFAS 123 had been applied to its stock-based compensation.

Options

The Company has the following two stock option plans under which shares were available for grant at March 31, 2007: 1) the 2004 Long-Term Incentive Compensation Plan, and 2) the 2004 Non-Employee Directors’ Share Plan. Under the terms of the plans, the exercise price of an option is the fair value of the stock on the date of grant. Each option becomes exercisable after

15




the period or periods specified in the award agreement, which generally do not exceed 10 years from the date of grant. Options are exercisable at such times and subject to such terms as determined by the Compensation, Nominating and Governance Committee; options may not be exercised if such exercise would cause a violation of the ownership limit in the Company’s charter. Unless otherwise determined by the Compensation, Nominating and Governance Committee at the time of grant, stock options vest ratably over a four-year period beginning on the date of grant.

The following assumptions were used to estimate the fair value of options granted during the three months ended March 31, 2007 and 2006 using the Black-Scholes option-pricing model:

 

Three Months Ended March 31,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Expected volatility

 

24

%

21

%

Dividend yield

 

6.0

%

6.9

%

Risk-free interest rate

 

4.6

%

3.7

%

Average expected term (years)

 

5

 

5

 

 

The Black-Scholes model incorporates assumptions to value stock—based awards. The risk-free rate is based on the U.S. Treasury yield curve in effect at the time of grant for the estimated life of the option. The Company uses actual historical data to calculate the expected price volatility and average expected term.

The following table summarizes the Company’s activities with respect to its stock option plans:

Options

 

Number of
Shares

 

Weighted
Average Exercise
Price

 

Weighted Average
Remaining
Contractual Life

 

Aggregate Intrinsic
Value as of March
31, 2007

 

Outstanding at December 31, 2004

 

1,568,000

 

12.50

 

 

 

 

 

Granted

 

1,659,049

 

15.17

 

 

 

 

 

Exercised

 

(35,651

)

12.50

 

 

 

 

 

Forfeited

 

(144,875

)

13.66

 

 

 

 

 

Outstanding at December 31, 2005

 

3,046,523

 

13.89

 

 

 

 

 

Granted

 

161,914

 

15.48

 

 

 

 

 

Exercised

 

(259,700

)

13.11

 

 

 

 

 

Forfeited

 

(384,174

)

14.92

 

 

 

 

 

Outstanding at December 31, 2006

 

2,564,563

 

$

13.92

 

 

 

 

 

Granted

 

223,000

 

19.24

 

 

 

 

 

Exercised

 

(54,106

)

13.53

 

 

 

 

 

Forfeited

 

(65,751

)

14.70

 

 

 

 

 

Outstanding at March 31, 2007

 

2,667,706

 

$

14.35

 

8.04

 

$

12,439,187

 

Vested and Expected to Vest

 

2,326,259

 

$

14.20

 

0.77

 

$

11,158,789

 

Ending Exercisable

 

810,860

 

$

13.51

 

7.73

 

$

4,405,411

 

 

The aggregate intrinsic value in the table above represents the total value (the difference between the Company’s closing stock price on the last trading day of the first quarter of 2007 and the exercise price, multiplied by the number of in-the-money options) that would have been received by the option holders had all option holders exercised their options on March 31, 2007. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

The Company recorded $223 and $200, respectively, of compensation expense relating to outstanding options during the three months ended March 31, 2007 and 2006.  Exercise of options during the three months ended March 31, 2007 and 2006, resulted in cash receipts of $838 and $162, respectively. At March 31, 2007, there was $1,880 of total unrecognized compensation expense related to non-vested stock options under the Company’s 2004 Long-Term Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 2.17 years. The valuation model applied in this calculation utilizes subjective assumptions that could potentially change over time, including the expected forfeiture rate. Therefore, the amount of unrecognized compensation expense at March 31, 2007, noted above does not necessarily represent the expense that will ultimat ely be realized by the Company in the Statement of Operations.

Common Stock Granted to Employees

Common stock is granted to certain employees without monetary consideration under the Company’s 2004 Long-Term Incentive Compensation Plan.  At the date of grant, the recipient has all rights of a stockholder including the right to vote and

16




receive dividends subject to restrictions on transfer and forfeiture provisions. The forfeiture and transfer restrictions on the shares lapse over a two to four year period beginning on the date of grant. The Company recorded $213 and $186 of compensation expense related to outstanding shares of common stock granted to employees during the three months ended March 31, 2007 and 2006, respectively.

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

Restricted Stock Grants

 

Shares

 

Weighted-
Average Grant-
Date Fair Value

 

 

 

 

 

 

 

Unreleased at January 1, 2005

 

 

 

 

Granted

 

190,000

 

15.66

 

Released

 

(16,250

)

15.66

 

Unreleased at December 31, 2005

 

173,750

 

15.66

 

Granted

 

62,300

 

16.42

 

Released

 

(46,250

)

15.68

 

Cancelled

 

(33,500

)

15.71

 

Unreleased at December 31, 2006

 

156,300

 

15.94

 

Granted

 

30,300

 

19.85

 

Released

 

(10,000

)

15.66

 

Cancelled

 

 

 

Unreleased at March 31, 2007

 

176,600

 

$

16.64

 

 

16. SEGMENT INFORMATION

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

 

March 31, 2007

 

December 31, 2006

 

Balance Sheet

 

 

 

 

 

Investment in real estate ventures

 

 

 

 

 

Rental operations

 

$

92,515

 

$

88,115

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

Property management, acquisition and development

 

$

470,488

 

$

223,402

 

Rental operations

 

1,481,122

 

1,446,423

 

 

 

$

1,951,610

 

$

1,669,825

 

 

17




 

 

 

Three months ended March 31,

 

 

 

2007

 

2006

 

Statement of Operations

 

 

 

 

 

Total revenues

 

 

 

 

 

Property management, acquisition and development

 

$

7,545

 

$

6,195

 

Rental operations

 

46,231

 

39,175

 

 

 

$

53,776

 

$

45,370

 

 

 

 

 

 

 

Operating expenses, including depreciation and amortization

 

 

 

 

 

Property management, acquisition and development

 

$

10,725

 

$

10,552

 

Rental operations

 

25,430

 

23,662

 

 

 

$

36,155

 

$

34,214

 

 

 

 

 

 

 

Income (loss) before interest, minority interests and equity in earnings of real estate ventures

 

 

 

 

 

Property management, acquisition and development

 

$

(3,180

)

$

(4,357

)

Rental operations

 

20,801

 

15,513

 

 

 

$

17,621

 

$

11,156

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

Property management, acquisition and development

 

$

(162

)

$

(200

)

Rental operations

 

(13,234

)

(11,785

)

 

 

$

(13,396

)

$

(11,985

)

 

 

 

 

 

 

Interest income

 

 

 

 

 

Property management, acquisition and development

 

$

1,448

 

$

482

 

 

 

 

 

 

 

Minority interests - Operating Partnership and other

 

 

 

 

 

Property management, acquisition and development

 

$

(400

)

$

(54

)

 

 

 

 

 

 

Equity in earnings of real estate ventures

 

 

 

 

 

Rental operations

 

$

1,197

 

$

1,139

 

 

 

 

 

 

 

Net income (loss)

 

 

 

 

 

Property management, acquisition and development

 

$

(2,294

)

$

(4,129

)

Rental operations

 

8,764

 

4,867

 

 

 

$

6,470

 

$

738

 

 

 

 

 

 

 

Depreciation and amortization expense

 

 

 

 

 

Property management, acquisition and development

 

$

262

 

$

183

 

Rental operations

 

8,534

 

9,093

 

 

 

$

8,796

 

$

9,276

 

 

 

 

 

 

 

Statement of Cash Flows

 

 

 

 

 

Acquisition of real estate assets

 

 

 

 

 

Property management, acquisition and development

 

$

(34,709

)

$

(42,910

)

 

 

 

 

 

 

Development and construction of real estate assets

 

 

 

 

 

Property management, acquisition and development

 

$

(6,926

)

$

(5,543

)

 

17. COMMITMENTS AND CONTINGENCIES

The Company has guaranteed two construction loans for unconsolidated partnerships that own development properties in Baltimore, Maryland and Chicago, Illinois. These properties are owned by joint ventures in which the Company has 10% equity interests. These guarantees were entered into in November 2004 and July 2005, respectively. At March 31, 2007, the total amount of guaranteed mortgage debt relating to these joint ventures was $13,095. These mortgage loans mature December 1, 2007 and July 28, 2008, respectively. If the joint ventures default on the loans, the Company may be forced to repay the loans. Repossessing and/or selling the self-storage facilities and land that collateralize the loans could provide funds sufficient to reimburse the Company. The estimated fair market value of the encumbered assets at March 31, 2007, was $16,480. The Company has recorded no liability in relation to this guarantee as of March 31, 2007. The fair value of the guarantee is not material. To date, the joint ventures have not defaulted on their mortgage debt. The Company believes the risk of having to perform on the guarantee is remote.

The Company has been involved in routine litigation arising in the ordinary course of business. As of March 31, 2007, the Company was not involved in any material litigation nor, to its knowledge, was any material litigation threatened against it,

18




or its properties.

18.  INCOME TAXES

The Company adopted the provisions of FASB Interpretation No. 48, Accounting for Uncertainty in Income Taxes (“FIN 48”), an interpretation of FASB Statement No. 109 (“SFAS 109”) on January 1, 2007. As a result of the implementation of FIN 48, the Company recognized no material adjustment in the liability for unrecognized income tax benefits. At the adoption date of January 1, 2007, there were no material unrecognized tax benefits.  At March 31, 2007, there were no material unrecognized tax benefits.

Interest and penalties related to uncertain tax positions will be recognized in income tax expense, when incurred. As of March 31, 2007, the Company had no interest and penalties related to uncertain tax positions.

The tax years 2003-2006 remain open to examination by the major taxing jurisdictions to which the Company is subject.

19. SUBSEQUENT EVENTS

On April 17, 2007, the Company purchased one self storage facility located in Annapolis, Maryland from a third party for approximately $12.5 million.

19




Extra Space Storage Inc.
Management’s Discussion and Analysis
Amounts in thousands, except property and per share data

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

CAUTIONARY LANGUAGE

The following discussion and analysis should be read in conjunction with our “Unaudited Condensed Consolidated Financial Statements” and the “Notes to Unaudited Condensed Consolidated Financial Statements” contained in this report and the “Consolidated Financial Statements,” “Notes to Consolidated Financial Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contained in our Form 10-K for the year ended December 31, 2006. The Company makes statements in this section that are forward-looking statements within the meaning of the federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-Q entitled “Statement on Forward-Looking Information.” Amounts are in thousands (except per share data and unless otherwise stated).

CRITICAL ACCOUNTING POLICIES

Our discussion and analysis of our financial condition and results of operations are based on our unaudited Condensed Consolidated Financial Statements contained elsewhere in this report, which have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). Our notes to the Audited Consolidated Financial Statements contained in our Form 10-K for the year ended December 31, 2006 describe the significant accounting policies essential to our unaudited Condensed Consolidated Financial Statements. Preparation of our financial statements requires estimates, judgments and assumptions. We believe that the estimates, judgments and assumptions which we have used are appropriate and correct based on information available at the time that they were made. These estimates, judgments and assumptions can affect our reported assets and liabilities as of the date of the financial statements, as well as the reported revenue and expense during the period presented. If there are material differences between these estimates, judgments and assumptions and actual facts, our financial statements may be affected.

In many cases, the accounting treatment of a particular transaction is specifically dictated by GAAP and does not require our judgment in its application. There are areas in which our judgment in selecting among available alternatives would not produce a materially different result, but there are some areas in which our judgment in selecting among available alternatives would produce a materially different result. See the notes to the unaudited Condensed Consolidated Financial Statements that contain additional information regarding our accounting policies and other disclosures.

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 company to own, operate, manage, acquire and develop self-storage properties. We derive a majority of our revenues from rents received from tenants under existing leases at each of our self-storage properties. Additional revenue is derived from management and franchise fees from our joint venture and managed properties. We operate in competitive markets where consumers have multiple self-storage properties from which to choose. Competition has and will continue to impact our results. We experience minor seasonal fluctuations in occupancy levels, with occupancy levels higher in the summer months due to increased rental activity.

Our operating results 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 centrally adjusting rental rates through the combination of our revenue management team and our industry-leading technology systems.

We continue to evaluate a range of growth initiatives and opportunities including the following:

·                  Maximize the performance of properties through strategic, efficient and proactive management. We plan to pursue revenue generating and expense minimizing opportunities in our operations. Our revenue management team will seek to maximize revenue by responding to changing market conditions through our technology system’s ability to provide real-time, interactive rental rate and discount management. Our size allows greater ability than the majority

20




of our competitors to implement national, regional and local marketing programs, which we believe will attract more customers to our stores at a lower net cost.

·                  Focus on the acquisition of self-storage properties from strategic partners and third parties. Our acquisitions team will continue to pursue the acquisition of single properties and multi-property portfolios that we believe can provide stockholder value. Our July 2005 acquisition of Storage USA has bolstered our reputation as a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, our status as an UPREIT enables flexibility when structuring deals.

·                  Develop new self-storage properties. We have several joint venture and wholly-owned development properties and will continue to develop new self-storage properties in our core markets. Our development pipeline for the remainder of 2007 through 2008 includes 17 projects. The majority of the projects will be developed on a wholly-owned basis by the Company. The construction of many of these properties has already begun.

·                  Expand the Company’s management business. We see the management business as a future acquisition pipeline and expect to pursue strategic relationships with owners that should strengthen our acquisition pipeline through agreements which give us first right of refusal to purchase the managed property in the event of a potential sale. Sixteen of the Company’s 2006 and 2007 acquisitions have come from this channel.

PROPERTIES

As of March 31, 2007, we owned or had ownership interests in 571 operating self-storage properties located in 32 states and Washington, D.C. Of these properties, 223 are wholly-owned and consolidated, one is held in joint venture and consolidated and 347 are held in joint ventures accounted for using the equity method.  In addition, we managed 64 properties for franchisees or third parties bringing the total numbers of properties which we own and/or manage to 635.  We receive a management fee equal to approximately 6% of gross revenues to manage the joint venture, third party and franchise sites.  As of March 31, 2007, we owned or had ownership interests in approximately 46 million square feet of space and had greater than 290,000 customers.

Approximately 70% of our properties are clustered around the larger population centers, such as Atlanta, Baltimore/Washington, D.C., Boston, Chicago, Dallas, Las Vegas, Los Angeles, Miami, New York City, Orlando, Philadelphia, Phoenix, St. Petersburg/Tampa and San Francisco.  These markets contain above-average population and income demographics for new self-storage properties.  The clustering of assets around these population centers enables us to reduce our operating costs through economies of scale.  The Storage USA acquisition has given us an increased scale in many core markets as well as a foothold in many markets where we had no previous presence.

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 has achieved either an 80% occupancy rate or has been open for three years.  Although leases are short-term in duration, the typical tenant tends to remain at our properties for an extended period of time. For properties that were stabilized as of December 31, 2006, the median length of stay was approximately eleven months.

Our property portfolio is a made up of different types of construction and building configurations depending on the site and the municipality where it is located. Most often sites are what we consider “hybrid” facilities, a mix of both drive-up buildings and multi-floor buildings. We have a number of multi-floor buildings with elevator access only, and a number of  facilities featuring ground-floor access only.

The following table sets forth additional information regarding the occupancy of our stabilized properties on a state-by-state basis as of March 31, 2007 and 2006.  The information as of March 31, 2006 is on a pro forma basis as though all the properties owned at March 31, 2007 were under the Company’s control as of March 31, 2006.

21




Stabilized Property Data Based on Location

 

 

 

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Location

 

Number of
Properties

 

Number of
Units as of
March 31,
2007(1)

 

Number of
Units as of
March 31, 2006

 

Net Rentable
Square Feet as of
March 31, 2007(2)

 

Net Rentable
Square Feet as of
March 31, 2006

 

Square Foot
Occupancy %
March 31, 2007

 

Square Foot
Occupancy %
March 31, 2006

 

 Wholly-owned properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arizona

 

4

 

2,261

 

2,254

 

279,300

 

276,840

 

92.9

%

95.6

%

California

 

30

 

19,699

 

19,738

 

2,153,688

 

2,150,519

 

86.5

%

86.9

%

Colorado

 

5

 

2,397

 

2,402

 

301,591

 

293,541

 

87.1

%

85.4

%

Connecticut

 

1

 

745

 

745

 

62,505

 

62,430

 

78.5

%

71.0

%

Florida

 

27

 

17,729

 

17,695

 

1,879,692

 

1,877,986

 

84.5

%

90.4

%

Georgia

 

9

 

5,003

 

5,009

 

649,698

 

644,115

 

88.0

%

86.1

%

Illinois

 

4

 

2,671

 

2,692

 

266,434

 

265,587

 

83.9

%

79.5

%

Kansas

 

1

 

503

 

506

 

49,940

 

50,335

 

89.1

%

79.0

%

Kentucky

 

3

 

1,585

 

1,577

 

194,351

 

194,290

 

88.1

%

87.1

%

Louisiana

 

2

 

1,407

 

1,410

 

147,490

 

147,490

 

93.3

%

98.0

%

Maryland

 

7

 

6,187

 

6,144

 

673,597

 

654,232

 

82.1

%

81.5

%

Massachusetts

 

24

 

13,485

 

13,400

 

1,437,154

 

1,431,810

 

81.5

%

79.6

%

Michigan

 

2

 

1,046

 

1,042

 

134,722

 

134,912

 

81.2

%

75.7

%

Missouri

 

3

 

1,349

 

1,340

 

169,067

 

167,907

 

80.2

%

78.0

%

Nevada

 

2

 

1,238

 

1,241

 

130,915

 

131,635

 

83.2

%

82.1

%

New Hampshire

 

2

 

1,006

 

1,015

 

125,609

 

125,609

 

81.0

%

78.4

%

New Jersey

 

21

 

17,099

 

17,127

 

1,669,353

 

1,672,398

 

83.9

%

84.0

%

New York

 

7

 

6,957

 

6,969

 

455,524

 

456,369

 

77.4

%

79.1

%

Ohio

 

4

 

2,040

 

2,059

 

275,131

 

275,425

 

85.1

%

81.2

%

Oregon

 

1

 

763

 

764

 

103,290

 

103,690

 

89.9

%

85.2

%

Pennsylvania

 

8

 

6,130

 

6,126

 

641,800

 

636,394

 

84.8

%

77.3

%

Rhode Island

 

1

 

731

 

727

 

75,241

 

75,816

 

81.7

%

86.7

%

South Carolina

 

4

 

2,067

 

2,068

 

245,734

 

245,584

 

89.4

%

89.2

%

Tennessee

 

6

 

3,534

 

3,529

 

477,847

 

469,042

 

84.8

%

89.7

%

Texas

 

19

 

11,943

 

11,951

 

1,343,016

 

1,323,153

 

86.2

%

83.9

%

Utah

 

3

 

1,532

 

1,528

 

210,650

 

210,675

 

93.5

%

88.3

%

Virginia

 

3

 

1,944

 

1,947

 

200,909

 

201,207

 

86.1

%

82.3

%

Washington

 

3

 

2,030

 

2,022

 

244,545

 

242,595

 

96.7

%

86.0

%

Total Wholly-Owned Stabilized

 

206

 

135,081

 

135,027

 

14,598,793

 

14,521,586

 

85.1

%

84.7

%

 

22




 

 

 

 

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Location

 

Number of
Properties

 

Number of
Units as of
March 31,
2007(1)

 

Number of
Units as of
March 31, 2006

 

Net Rentable
Square Feet as of
March 31, 2007(2)

 

Net Rentable
Square Feet as of
March 31, 2006

 

Square Foot
Occupancy %
March 31, 2007

 

Square Foot
Occupancy %
March 31, 2006

 

 Joint-venture properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alabama

 

4

 

2,299

 

2,321

 

281,828

 

281,213

 

83.0

%

83.0

%

Arizona

 

11

 

6,907

 

6,873

 

751,201

 

751,718

 

92.7

%

93.5

%

California

 

72

 

51,853

 

51,897

 

5,316,397

 

5,315,055

 

86.5

%

87.2

%

Colorado

 

3

 

1,908

 

1,906

 

216,013

 

215,713

 

82.6

%

79.5

%

Connecticut

 

8

 

5,980

 

6,001

 

689,764

 

693,084

 

78.0

%

73.9

%

Delaware

 

1

 

589

 

589

 

71,655

 

71,655

 

83.6

%

81.2

%

Florida

 

24

 

20,359

 

20,352

 

2,082,845

 

2,075,155

 

83.9

%

87.1

%

Georgia

 

3

 

1,896

 

1,917

 

247,126

 

251,738

 

75.0

%

77.6

%

Illinois

 

6

 

4,032

 

4,010

 

433,252

 

436,332

 

79.1

%

69.3

%

Indiana

 

9

 

3,730

 

3,733

 

468,153

 

469,528

 

86.9

%

83.3

%

Kansas

 

3

 

1,214

 

1,207

 

164,200

 

163,950

 

83.0

%

80.6

%

Kentucky

 

4

 

2,280

 

2,266

 

268,459

 

268,009

 

82.1

%

79.1

%

Maryland

 

14

 

10,923

 

10,934

 

1,076,882

 

1,077,001

 

82.4

%

82.2

%

Massachusetts

 

17

 

9,195

 

9,250

 

1,046,640

 

1,049,338

 

80.3

%

77.0

%

Michigan

 

10

 

5,961

 

5,960

 

783,612

 

784,677

 

79.6

%

74.9

%

Missouri

 

5

 

2,763

 

2,778

 

324,620

 

326,740

 

81.3

%

79.6

%

Nevada

 

7

 

4,645

 

4,626

 

620,678

 

622,464

 

86.2

%

88.1

%

New Hampshire

 

3

 

1,323

 

1,330

 

137,754

 

138,804

 

83.1

%

83.7

%

New Jersey

 

20

 

15,152

 

15,126

 

1,590,468

 

1,512,115

 

83.5

%

84.4

%

New Mexico

 

9

 

4,730

 

4,730

 

530,114

 

529,344

 

83.8

%

84.3

%

New York

 

22

 

24,116

 

24,199

 

1,805,050

 

1,793,914

 

82.8

%

80.2

%

Ohio

 

12

 

5,570

 

5,578

 

825,652

 

825,187

 

84.8

%

75.9

%

Oregon

 

2

 

1,290

 

1,280

 

137,140

 

136,450

 

92.0

%

87.5

%

Pennsylvania

 

10

 

6,822

 

6,812

 

733,108

 

731,860

 

82.3

%

79.3

%

Rhode Island

 

1

 

611

 

611

 

73,905

 

74,005

 

67.9

%

58.8

%

Tennessee

 

23

 

12,192

 

12,182

 

1,584,869

 

1,586,498

 

84.6

%

84.1

%

Texas

 

19

 

12,666

 

12,638

 

1,603,760

 

1,599,018

 

77.0

%

76.4

%

Utah

 

1

 

516

 

520

 

59,550

 

59,400

 

92.5

%

79.3

%

Virginia

 

15

 

10,389

 

10,359

 

1,106,656

 

1,106,241

 

82.1

%

81.2

%

Washington

 

1

 

551

 

551

 

62,730

 

62,730

 

84.1

%

92.3

%

Washington, DC

 

1

 

1,536

 

1,536

 

101,990

 

101,990

 

89.3

%

79.2

%

Total Stabilized Joint-Ventures

 

340

 

233,998

 

234,072

 

25,196,071

 

25,110,926

 

83.5

%

82.6

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Managed properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California

 

5

 

3,276

 

3,288

 

402,355

 

398,475

 

77.1

%

78.9

%

Colorado

 

1

 

513

 

516

 

56,240

 

56,240

 

94.2

%

82.4

%

Florida

 

1

 

570

 

574

 

56,535

 

57,125

 

95.8

%

88.6

%

Georgia

 

3

 

1,453

 

1,578

 

185,880

 

185,550

 

82.4

%

68.1

%

Maryland

 

7

 

4,548

 

4,522

 

487,875

 

485,488

 

85.2

%

83.3

%

Nevada

 

2

 

1,585

 

1,587

 

171,555

 

170,955

 

87.3

%

95.7

%

New Jersey

 

3

 

3,135

 

3,092

 

258,601

 

255,798

 

78.4

%

78.2

%

New Mexico

 

2

 

1,093

 

1,080

 

131,492

 

131,092

 

90.6

%

87.5

%

Pennsylvania

 

1

 

439

 

442

 

61,235

 

61,510

 

81.6

%

72.0

%

Tennessee

 

2

 

886

 

888

 

130,750

 

131,355

 

88.5

%

79.2

%

Texas

 

2

 

1,148

 

1,133

 

135,535

 

130,286

 

87.1

%

93.6

%

Utah

 

2

 

1,162

 

1,159

 

183,020

 

180,200

 

97.5

%

90.7

%

Virginia

 

2

 

1,431

 

1,433

 

136,412

 

146,637

 

75.8

%

67.5

%

Washington, DC

 

2

 

1,255

 

1,255

 

111,759

 

111,809

 

77.2

%

80.9

%

Total Stabilized Managed Properties

 

35

 

22,494

 

22,547

 

2,509,244

 

2,502,520

 

84.1

%

81.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Stabilized Properties

 

581

 

391,573

 

391,646

 

42,304,108

 

42,135,032

 

84.1

%

83.2

%

 


(1) Represents unit count as of March 31, 2007, which may differ from March 31, 2006 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of March 31, 2007, which may differ from March 31, 2006 net rentable square feet due to unit conversions or expansions.

23




The following table sets forth additional information regarding the occupancy of our lease-up properties on a state-by-state basis as of March 31, 2007 and 2006. The information as of March 31, 2006 is on a pro forma basis as though all the properties owned at March 31, 2007 were under our control as of March 31, 2006.

Lease-up Property Data Based on Location

 

 

 

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Company

 

Pro forma

 

Location

 

Number of
Properties

 

Number of
Units as of
March 31,
2007(1)

 

Number of
Units as of
March 31, 2006

 

Net Rentable
Square Feet as of
March 31, 2007(2)

 

Net Rentable
Square Feet as of
March 31, 2006

 

Square Foot
Occupancy %
March 31, 2007

 

Square Foot
Occupancy %
March 31, 2006

 

 Wholly-owned properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Arizona

 

1

 

595

 

 

67,375

 

 

62.0

%

0.0

%

California

 

4

 

2,983

 

2,127

 

364,600

 

247,185

 

61.5

%

69.8

%

Colorado

 

1

 

359

 

368

 

58,928

 

60,441

 

77.9

%

55.9

%

Connecticut

 

1

 

612

 

619

 

60,560

 

60,570

 

74.2

%

54.7

%

Florida

 

1

 

617

 

434

 

72,195

 

68,845

 

60.4

%

89.8

%

Illinois

 

1

 

589

 

589

 

75,810

 

75,820

 

63.7

%

59.4

%

Massachusetts

 

4

 

2,899

 

1,929

 

285,732

 

198,790

 

54.9

%

63.0

%

New Jersey

 

2

 

1,736

 

1,676

 

162,985

 

149,065

 

73.1

%

77.9

%

Pennsylvania

 

1

 

424

 

425

 

47,060

 

47,580

 

65.6

%

55.6

%

Washington

 

1

 

505

 

529

 

61,250

 

61,250

 

96.9

%

52.4

%

Total Wholly-Owned Lease-up

 

17

 

11,319

 

8,696

 

1,256,495

 

969,546

 

64.9

%

66.7

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Joint-venture properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California

 

1

 

703

 

 

79,233

 

 

11.0

%

0.0

%

Illinois

 

1

 

956

 

 

74,303

 

 

32.6

%

0.0

%

Maryland

 

1

 

957

 

958

 

73,666

 

73,709

 

35.9

%

3.0

%

New Jersey

 

2

 

1,195

 

560

 

119,285

 

62,400

 

43.2

%

58.4

%

New Mexico

 

1

 

509

 

530

 

68,640

 

58,992

 

91.8

%

73.9

%

Pennsylvania

 

1

 

759

 

774

 

76,496

 

76,773

 

84.9

%

67.1

%

Virginia

 

1

 

878

 

878

 

84,383

 

85,025

 

67.6

%

49.3

%

Total Lease-up Joint-Ventures

 

8

 

5,957

 

3,700

 

576,006

 

356,899

 

51.4

%

49.2

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 Managed properties

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

California

 

8

 

5,478

 

4,269

 

552,450

 

409,069

 

65.5

%

53.9

%

Connecticut

 

1

 

689

 

696

 

55,160

 

55,055

 

62.4

%

44.3

%

Florida

 

3

 

2,241

 

1,285

 

226,810

 

111,277

 

38.7

%

45.1

%

Georgia

 

2

 

1,031

 

1,122

 

115,365

 

114,780

 

68.4

%

35.6

%

Illinois

 

2

 

1,569

 

1,571

 

190,529

 

192,799

 

62.9

%

40.9

%

Indiana

 

1

 

595

 

599

 

68,890

 

69,140

 

66.1

%

35.0

%

Maryland

 

1

 

733

 

728

 

67,960

 

67,560

 

74.9

%

57.6

%

Massachusetts

 

5

 

4,439

 

3,438

 

372,835

 

295,541

 

57.7

%

51.4

%

New Jersey

 

1

 

863

 

 

78,195

 

 

7.0

%

0.0

%

New York

 

1

 

1,578

 

1,581

 

116,235

 

116,580

 

74.7

%

55.2

%

Rhode Island

 

1

 

501

 

 

55,670

 

 

34.7

%

0.0

%

Texas

 

2

 

1,163

 

1,139

 

124,545

 

123,245

 

76.2

%

59.8

%

Virginia

 

1

 

686

 

665

 

74,845

 

74,875

 

77.4

%

69.5

%

Total Lease-up Managed

 

29

 

21,566

 

17,093

 

2,099,489

 

1,629,921

 

60.0

%

50.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total Lease-up Properties

 

54

 

38,842

 

29,489

 

3,931,990

 

2,956,366

 

60.3

%

55.5

%

 


(1) Represents unit count as of March 31, 2007, which may differ from March 31, 2006 unit count due to unit conversions or expansions.

(2) Represents net rentable square feet as of March 31, 2007, which may differ from March 31, 2006 net rentable square feet due to unit conversions or expansions.

24




RESULTS OF OPERATIONS

Comparison of the three months ended March 31, 2007 and 2006

Overview

Results for the three months ended March 31, 2007 include the operations of 571 properties (224 of which were consolidated and 347 of which were in joint ventures accounted for using the equity method) compared to the results for the three months ended March 31, 2006, which included the operations of 553 properties (198 of which were consolidated and 355 of which were in joint ventures accounted for using the equity method).

Revenues

The following table sets forth information on revenues earned for the periods indicated:

 

 

Three months ended 
March 31,

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Revenues:

 

 

 

 

 

 

 

 

 

Property rental

 

$

46,231

 

$

39,175

 

$

7,056

 

18.0

%

Management and franchise fees

 

5,208

 

5,159

 

49

 

0.9

%

Tenant insurance

 

2,143

 

921

 

1,222

 

132.7

%

Development fees

 

55

 

50

 

5

 

10.0

%

Other income

 

139

 

65

 

74

 

113.8

%

Total revenues

 

$

53,776

 

$

45,370

 

$

8,406

 

18.5

%

 

Property Rental — The increase in property rental revenue consists of $4,740 associated with acquisitions completed in 2006 and the first three months of 2007, $1,940 from rental rate increases at stabilized properties, and $376 from increases in occupancy and rental rates at lease-up properties.

Management and Franchise Fees — The slight increase in management fees is primarily due to increased revenues at our joint venture, franchise, and third-party managed sites related to rental rate and occupancy increases.

Tenant Insurance —Tenant insurance revenue relates to a new tenant insurance program adopted in 2005. This program was started in conjunction with the Storage USA acquisition to replace Storage USA’s tenant insurance program.  The increase in tenant insurance revenues is due to the introduction of our captive insurance program at all wholly-owned properties in October 2006.  Formerly, insurance revenues included only commission fee income paid by a third party insurance company.

Expenses

The following table sets forth information on expenses for the periods indicated:

 

 

Three months ended
March 31,

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operations

 

$

16,896

 

$

14,742

 

$

2,154

 

14.6

%

Tenant insurance

 

973

 

633

 

340

 

53.7

%

Unrecovered development and acquisition costs

 

250

 

318

 

(68

)

(21.4

)%

General and administrative

 

9,240

 

9,245

 

(5

)

(0.1

)%

Depreciation and amortization

 

8,796

 

9,276

 

(480

)

(5.2

)%

Total expenses

 

$

36,155

 

$

34,214

 

$

1,941

 

5.7

%

 

25




Property Operations—The increase in property operations expense was primarily due to increases of $1,713 associated with acquisitions of new properties during 2006 and the first three months of 2007 and $441 from increases in utilities and property taxes at existing stabilized and lease-up properties.

Tenant Insurance—Tenant insurance expense relates to a new tenant insurance program adopted in 2005. This program was started in conjunction with the Storage USA acquisition to replace Storage USA’s tenant insurance program.  The increase in tenant insurance expense is due to the introduction of our captive insurance program at all wholly-owned properties in October 2006.

Unrecovered Development/Acquisition Costs—The decrease in unrecovered development and acquisition costs is due mainly to a write-off of $250 that occurred during March 2006 related to a property in Baltimore, Maryland.

General and Administrative—General and administrative costs remained relatively constant due to the fact that the integration of the Storage USA properties was completed prior to the periods presented.  Costs have remained fairly constant in both periods presented as no large acquisitions have occurred.

Depreciation and Amortization—The decrease in depreciation and amortization expense is due primarily to the fact that the customer relationship intangibles related to the properties acquired in the Storage USA acquisition in July 2005 became fully amortized in January 2007.

Other Revenues and Expenses

The following table sets forth information on other revenues and expenses for the periods indicated:

 

Three months ended
March 31,

 

 

 

 

 

 

 

2007

 

2006

 

$ Change

 

% Change

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

$

(13,396

)

$

(11,985

)

$

(1,411

)

11.8

%

Interest income

 

1,448

 

482

 

966

 

200.4

%

Minority interest - Operating Partnership

 

(384

)

(54

)

(330

)

611.1

%

Minority interest - other

 

(16

)

 

(16

)

(100.0

)%

Equity in earnings of real estate ventures

 

1,197

 

1,139

 

58

 

5.1

%

Total other expense

 

$

(11,151

)

$

(10,418

)

$

(733

)

7.0

%

 

Interest Expense—The increase in interest expense consists of $1,178 associated with new loans obtained on properties acquired in 2006 and the first three months of 2007 and $609 related to new mortgage debt on existing properties, offset by a $376 decrease in interest related to repayments of borrowings on the line of credit and other corporate borrowings.

Interest Income—The increase in interest income was due to the larger amount of cash and short-term investments held during this time.  The excess cash was generated primarily by the exchangeable senior notes offering in March 2007.

Minority Interest—Operating Partnership—Income allocated to the Operating Partnership represents 5.60% and 6.82% of the net income before minority interest for the three months ended March 31, 2007 and 2006, respectively.  The increase in the amount allocated to the minority interest in 2007 is due to the increase in net income.

Equity in Earnings of Real Estate Ventures—The change in equity in earnings of real estate ventures for the three months ended March 31, 2007 relates to a consolidated joint venture property in New Jersey.

FUNDS FROM OPERATIONS

Funds from Operations (“FFO”) provides relevant and meaningful information about our operating performance that is necessary, along with net income and cash flows, for an understanding of our operating results. We believe FFO is a meaningful disclosure as a supplement to net earnings. Net earnings assume that the values of real estate assets diminish predictably over time as reflected through depreciation and amortization expenses.  The values of real estate assets fluctuate due to market conditions and we believe FFO more accurately reflects the value of our real estate assets.  FFO is defined by

26




the National Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income computed in accordance with accounting principles generally accepted in the United States (“GAAP”), excluding gains or losses on sales of operating properties, plus depreciation and amortization and after adjustments to record unconsolidated partnerships and joint ventures on the same basis. We believe that to further understand our performance, FFO should be considered along with the reported net income and cash flows in accordance with GAAP, as presented in our unaudited condensed consolidated financial statements.

The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently. FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be considered as an alternative to net income as an indication of our performance, as an alternative to net cash flow from operating activities as a measure of our liquidity, or as an indicator of our ability to make cash distributions. The following table sets forth the calculation of FFO (dollars are in thousands, except for share data):

 

 

For the Three Months

 

 

 

Ended March 31,

 

 

2007

 

2006

 

Net income

 

$

6,470

 

$

738

 

 

 

 

 

 

 

Plus:

 

 

 

 

 

Real estate depreciation

 

7,585

 

6,473

 

Amortization of intangibles

 

807

 

2,553

 

Joint venture real estate depreciation and amortization

 

1,062

 

1,200

 

Income allocated to Operating Partnership minority interest

 

384

 

54

 

 

 

 

 

 

 

Funds from operations

 

$

16,308

 

$

11,018

 

 

 

 

 

 

 

Weighted average number of shares - basic

 

 

 

 

 

Common stock (excluding restricted shares)

 

64,058,756

 

51,593,729

 

OP units

 

3,810,261

 

3,825,787

 

Total

 

67,869,017

 

55,419,516

 

 

 

 

 

 

 

Weighted average number of shares - diluted

 

 

 

 

 

Common stock

 

64,975,924

 

51,883,643

 

OP units

 

3,810,261

 

3,825,787

 

Total

 

68,786,185

 

55,709,430

 

 

SAME-STORE STABILIZED PROPERTY RESULTS

We consider our same-store stabilized portfolio to consist of only those properties which were wholly-owned at the beginning and at the end of the applicable periods presented that have achieved stabilization as of the first day of such period. The following table sets forth operating data for our same-store portfolio. We consider the following same-store presentation to be meaningful in regards to the properties shown below. These results provide information relating to property-level operating changes without the effects of acquisitions or completed developments.

27




 

 

 

Three Months Ended March 31,

 

Percent

 

Three Months Ended March 31,

 

Percent

 

 

 

2007

 

2006

 

Change

 

2006

 

2005

 

Change

 

Same-store rental revenues

 

$

38,909

 

$

36,768

 

5.8

%

$

20,137

 

$

18,919

 

6.4

%

Same-store operating expenses

 

13,704

 

13,522

 

1.3

%

7,253

 

6,909

 

5.0

%

Same-store net operating income

 

25,205

 

23,246

 

8.4

%

12,884

 

12,010

 

7.3

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Non same-store rental revenues

 

7,322

 

2,407

 

204.2

%

19,038

 

3,303

 

476.4

%

Non same-store operating expenses

 

3,192

 

1,220

 

161.6

%

7,489

 

1,969

 

280.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total rental revenues

 

46,231

 

39,175

 

18.0

%

39,175

 

22,222

 

76.3

%

Total operating expenses

 

16,896

 

14,742

 

14.6

%

14,742

 

8,878

 

66.1

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Same-store square foot occupancy as of quarter end

 

84.7

%

84.6

%

 

 

85.2

%

84.4

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Properties included in same-store

 

181

 

181

 

 

 

103

 

103

 

 

 

 

The increase in same-store rental revenues for the three months ended March 31, 2007 was due to increased rental rates and increased occupancy. The increase in same-store operating expenses was primarily due to an increase in property taxes.

COMMON CONTINGENT SHARES AND COMMON CONTINGENT UNIT PROPERTY PERFORMANCE

As described in the notes to our unaudited Condensed Consolidated Financial Statements, upon the achievement of certain levels of net operating income with respect to 14 of our pre-stabilized properties, our contingent conversion shares (“CCS”) and our Operating Partnership’s contingent conversion units (“CCU”) will convert into additional shares of common stock and Operating Partnership units, respectively.

As of March 31, 2007, 52,349 CCSs  and 2,693 CCUs have converted to common stock and Operating Partnership units, respectively.  Based on the performance of the properties as of March 31, 2007, an additional 448,001 CCSs and 23,046 CCUs became eligible for conversion.  The board of directors approved the conversion of these CCSs  and CCUs on May 1, 2007 as per the Company’s charter, and the shares and units were issued on May 4, 2007.

The table below outlines the performance of the properties for the three months ended March 31, 2007 and 2006:

 

Three Months Ended March 31,

 

Percent

 

 

 

2007

 

2006

 

Change

 

CCS/CCU rental revenues

 

$

2,886

 

$

2,382

 

21.2

%

CCS/CCU operating expenses

 

1,298

 

1,325

 

-2.0

%

CCS/CCU net operating income

 

1,588

 

1,057

 

50.2

%

 

 

 

 

 

 

 

 

Non CCS/CCU rental revenues

 

43,345

 

36,793

 

17.8

%

Non CCS/CCU operating expenses

 

15,598

 

13,417

 

16.3

%

 

 

 

 

 

 

 

 

Total rental revenues

 

46,231

 

39,175

 

18.0

%

Total operating expenses

 

16,896

 

14,742

 

14.6

%

 

 

 

 

 

 

 

 

CCS/CCU square foot occupancy as of quarter end

 

73.0

%

71.3

%

 

 

 

 

 

 

 

 

 

 

Properties included in CCS/CCU

 

14

 

14

 

 

 

 

The increase in CCS/CCU rental revenues was primarily due to increased rental rates and increased occupancy. The increase in CCS/CCU operating expenses was primarily due to an increase in property taxes and repairs and maintenance.

28




CASH FLOWS

Cash flows provided by operating activities were $25,662 and $15,030, respectively, for the three months ended March 31, 2007 and 2006. The increase in cash provided by operating activities was due to the addition of new properties through acquisitions.  The Company also received payments in 2007 on receivables to affiliated properties for funds that were advanced in 2006.  There have also been lower cash funding requirements relating to our lease-up properties as occupancy has increased.

Cash used in investing activities was $335,649 and $46,044, respectively, for the three months ended March 31, 2007 and 2006. The increase is due to the purchase of short-term investments during the three months ended March 31, 2007.

Cash provided by financing activities was $274,297 and $13,422 for the three months ended March 31, 2007 and 2006, respectively. The financing activities during the three months ended March 31, 2007 consisted primarily of the issuance of exchangeable senior notes for $250,000, additional net borrowings of $44,762 offset by $14,618 paid in dividends.

OPERATIONAL SUMMARY

For the three months ended March 31, 2007, we continued our same-store property revenue growth with a revenue increase of 5.8% compared to the same period in 2006. Occupancy at our stabilized properties was fairly consistent on a year-to-year basis, reaching 84.7% as of March 31, 2007 compared to 84.6% as of March 31, 2006.

Property revenue growth was evident in the majority of markets in which we operate. The growth in property revenue is the result of increases in occupancy and rental rates to both new and existing customers. Property expenses increased primarily as a result of increases in property taxes due to re-assessments on properties that we have acquired and other annual tax re-assessments.

OUTLOOK

In the first quarter, we continued to see a generally positive climate for self-storage in the United States.  Rental activity was flat overall when compared with the first quarter of 2006.  Despite the lack of increased demand, we were able to raise same-store and overall portfolio revenue through increased rental rates to existing customers.  The key economic indicators that affect self-storage demand are mixed, and we are looking to rental activity in the second quarter of 2007 as an indicator of our results for the remainder of the year.

We anticipate generally positive self-storage fundamentals to continue in many of our core markets. We believe that the ability exists to increase revenues in 2007 over levels achieved in 2006. We anticipate continued competition from all operators, both public and private, in all of the markets in which we operate. However, we believe that the quality and location of our property portfolio, our revenue management systems, and the strength of our self-storage fundamentals will provide opportunities to grow revenues in 2007.

We are continually seeking to drive rental activity and revenue growth by actively managing both pricing and promotional strategies through our revenue management team and utilizing the yield management features of our technology system. In-house training, operational initiatives and marketing promotions, including national cable television advertising, continue to be implemented.  These activities also provide support for increased rentals at the store level.

Our discounting strategies continue to evolve. Higher levels of discounting were utilized in the first quarter of 2007 compared to 2006 due to special promotions associated with our 30th anniversary as a company.  We will continue to execute discounting and pricing tests throughout the year. We will selectively discount certain sites and units based on occupancy, availability, and competitive parameters that are controlled through our centralized, real-time technology systems and revenue management team.

Property taxes are once again seen as the primary driver of expenses in the coming year. As we continue to acquire existing self-storage facilities, tax reassessments will continue to occur. Snow removal expenses, usually a major contributor to expense increases, were lower in the first quarter of 2007 due to lower snowfall amounts than anticipated in the northeast and mid-Atlantic regions.

LIQUIDITY AND CAPITAL RESOURCES

As of March 31, 2007, we had $35,111 available in cash and cash equivalents, and $286,360 in short-term investments.  We

29




intend to use this cash to purchase additional self-storage properties and fund other working capital needs during the remainder of 2007.  Additionally, we are required to distribute at least 90% of our net taxable income, excluding net capital gains, to our stockholders on an annual basis to maintain our qualification as a REIT.  Therefore, 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.

During September 2004, we, as guarantor, and our Operating Partnership entered into a $100 million revolving line of credit (“Credit Facility”), which includes a $10 million swingline sub facility. The Credit Facility is collateralized by self-storage properties. The Operating Partnership intends to use the proceeds of the Credit Facility for general corporate purposes and acquisitions. As of March 31, 2007, the Credit Facility had approximately $81.0 million of available borrowings based on the assets collateralizing the Credit Facility. As of March 31, 2007, we had no amount outstanding under the Credit Facility.

As of March 31, 2007, we had approximately $1,243.3 million of debt, resulting in a debt to total capitalization ratio of 49.1%. As of March 31, 2007, the ratio of total fixed rate debt and other instruments to total debt was 93.0%. The weighted average interest rate of the total of fixed and variable rate debt at March 31, 2007 was 5.1%.

Real estate assets are pledged as collateral for our debt.  We are subject to certain restrictive covenants relating to our outstanding debt.  We were in compliance with all covenants at March 31, 2007.

We expect to fund our short-term liquidity requirements, including operating expenses, recurring capital expenditures, dividends to stockholders, distributions to holders of Operating Partnership units and interest on our outstanding indebtedness out of our operating cash flow, cash on hand, short term investments and borrowings under our Credit Facility.

Long-Term Liquidity Needs

Our long-term liquidity needs consist primarily of distributions to stockholders, new facility development, property acquisitions, principal payments under our borrowings and non-recurring capital expenditures. We do not expect that our operating cash flow will be sufficient to fund our long term liquidity needs and instead expect to fund such needs out of additional borrowings, joint ventures with third parties, and from the proceeds of public and private offerings of equity and debt. We may also use Operating Partnership units as currency to fund acquisitions from self-storage owners who desire tax-deferral in their exiting transactions.

FINANCING STRATEGY

We will continue 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, we 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 or variable rate. In making financing decisions, our board of directors will consider factors including but not limited to:

·                  the interest rate of the proposed financing;

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

·                  prepayment penalties and restrictions on refinancing;

·                  the purchase price of properties acquired with debt financing;

·                  long-term objectives with respect to the financing;

·                  target investment returns;

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

·                  overall level of consolidated indebtedness;

30




·                  timing of debt and lease maturities;

·                  provisions that require recourse and cross-collateralization;

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

·                  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 collateralized 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.

OFF-BALANCE SHEET ARRANGEMENTS

Except as disclosed in the notes to our unaudited Condensed Consolidated Financial Statements, we do not currently have 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, except as disclosed in the notes to our unaudited Condensed Consolidated Financial Statements, we have not guaranteed any obligations of unconsolidated entities nor do we have any commitments 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.

The exchangeable senior notes provide for excess exchange value to be paid in shares of our common stock if our stock price exceeds a certain amount. See the notes to our financial statements for a further description of our senior exchangeable notes.

CONTRACTUAL OBLIGATIONS

The following table summarizes our contractual obligations as of March 31, 2007:

 

Payments due by Period:

 

 

 

 

 

Less Than

 

 

 

 

 

After

 

 

 

Total

 

1 Year

 

1-3 Years

 

4-5 Years

 

5 Years

 

Operating leases

 

$

40,562

 

$

4,343

 

$

8,822

 

$

7,478

 

$

19,919

 

Notes payable, exchangeable senior notes and notes payable to trusts

 

 

 

 

 

 

 

 

 

 

 

Interest

 

437,545

 

58,586

 

113,014

 

68,123

 

197,822

 

Principal

 

1,243,300

 

13,967

 

311,939

 

179,680

 

737,714

 

Total contractual obligations

 

$

1,721,407

 

$

76,896

 

$

433,775

 

$

255,281

 

$

955,455

 

 

SEASONALITY

The self-storage business is subject to seasonal fluctuations. A greater portion of revenues and profits are realized from May through September. Historically, our highest level of occupancy has been as of the end of July, while our lowest level of occupancy has been in late February and early March. Results for any quarter may not be indicative of the results that may be achieved for the full fiscal year.

31




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Market Risk

Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash flows and fair values of financial instruments are dependent upon prevailing market interest rates.

Interest Rate Risk

Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and international economic and political considerations and other factors beyond our control.

As of March 31, 2007, we had $1,243.3 million in total debt of which $86.6 million was subject to variable interest rates (including the $61.8 million on which we have a reverse interest rate swap). If LIBOR were to increase or decrease by 100 basis points, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and cash flows by approximately $0.9 million annually.

Interest rate 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. 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 fixed rate notes payable and notes payable to trusts at March 31, 2007 was $1,132.2 million. The carrying value of these fixed rate notes payable at March 31, 2007 was $1,156.6 million.

ITEM 4. CONTROLS AND PROCEDURES

(i)            Disclosure Controls and Procedures

We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports we file pursuant to the Securities Exchange Act of 1934, as amended, are recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e) of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can only provide a reasonable assurance of achieving the desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

We have formed a disclosure committee to ensure that all disclosures made by the Company to it’s security holders or the investment community will be accurate and complete and fairly present the Company’s financial condition and results of operations in all material respects, and are made on a timely basis as required by applicable laws, regulations and stock exchange requirements.

We carried out an evaluation, under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures as of the end of the period covered by this report. Based upon that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.

(ii)           Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a- 15(f)) that occurred during our most recent quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

32




PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We are involved in various litigation and proceedings in the ordinary course of business. We are not a party to any material litigation or legal proceedings, or to the best of our knowledge, any threatened litigation or legal proceedings, which, in the opinion of management, will have a material adverse effect on our financial condition or results of operations either individually or in the aggregate.

ITEM 1A. RISK FACTORS

There have been no material changes in our risk factors from those disclosed in our 2006 Annual Report on Form 10-K.

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

As described in the notes to our unaudited Condensed Consolidated Financial Statements, upon the achievement of certain levels of net operating income with respect to 14 of our pre-stabilized properties, our contingent conversion shares (“CCS”) and our Operating Partnership’s contingent conversion units (“CCU”) will convert into additional shares of common stock and Operating Partnership units, respectively.  Subject to certain lock-up periods and adjustments, the units are generally exchangeable for shares of common stock on a one-for-one basis or an equivalent amount of cash, at the option of the Company.

Based on the performance of the properties as of December 31, 2006, 52,349 CCSs and 2,693 CCUs became eligible for conversion.  The board of directors approved the conversion of these CCSs and CCUs on February 1, 2007 as per the Company’s charter, and the shares and units were issued on February 5, 2007.  In addition, based on the performance of the properties as of March 31, 2007, an additional 448,001 CCSs and 23,046 CCUs became eligible for conversion.  The board of directors approved the conversion of these CCSs and CCUs on May 1, 2007 as per the Company’s charter, and the shares and units were issued on May 4, 2007.

The shares and units were issued in private placements in reliance on Section 3(a)(9) and Section 4(2) of the Securities Act of 1933, as amended, and the rules and regulations promulgated thereunder.  We received no additional consideration for the conversions.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

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

None.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits

4.1

 

Indenture, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc. and Wells Fargo Bank, N.A., as trustee, including the form of 3.625% Exchangeable Senior Notes due 2027 and the form of guarantee (incorporated by reference from Exhibit 4.1 of Form 8-K filed on March 28, 2007).

 

 

 

10.1

 

Registration Rights Agreement, dated March 27, 2007, among Extra Space Storage LP, Extra Space Storage Inc., Citigroup Global Markets Inc. and Merrill Lynch, Pierce, Fenner & Smith Incorporated (incorporated by reference from Exhibit 10.1 of Form 8-K filed on March 28, 2007).

 

 

 

31.1

 

Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

33




 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

 

 

 

32.1

 

Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

EXTRA SPACE STORAGE INC.

 

 

Registrant

 

 

 

Date: May 9, 2007

 

/s/ Kenneth M. Woolley

 

 

 

Kenneth M. Woolley

 

 

Chairman and Chief Executive Officer

 

 

(Principal Executive Officer)

 

 

 

Date: May 9, 2007

 

/s/ Kent W. Christensen

 

 

 

Kent W. Christensen

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial Officer)

 

34



Exhibit 31.1

CERTIFICATION

I, Kenneth M. Woolley, certify that:

1.               I have reviewed this quarterly report on Form 10-Q of Extra Space Storage Inc.;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)                                  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)                                 designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles;

(c)                                  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)                                 disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)                                  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)                                 any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 9, 2007

 

By:

/s/ Kenneth M. Woolley

 

 

 

Name: Kenneth M. Woolley

 

 

Title: Chairman and Chief Executive Officer

 



Exhibit 31.2

CERTIFICATION

I, Kent W. Christensen, certify that:

1.               I have reviewed this quarterly report on Form 10-Q of Extra Space Storage Inc.;

2.               Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3.               Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4.               The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)                                  designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)                                 designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S generally accepted accounting principles;

(c)                                  evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this quarterly report based on such evaluation; and

(d)                                 disclosed in this quarterly report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5.               The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)                                  all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)                                 any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

 

Date: May 9, 2007

By:

/s/ Kent W. Christensen

 

 

Name: Kent W. Christensen

 

Title: Executive Vice President and Chief Financial Officer

 



Exhibit 32.1

Certification of Chief Executive Officer and Chief Financial Officer
Pursuant to

18 U.S. C. Section 1350

as adopted pursuant to

Section 906 of the Sarbanes-Oxley Act of 2002

The undersigned, the Chief Executive Officer of Extra Space Storage Inc. (the “Company”), hereby certifies to his knowledge on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (the “Form 10-Q”), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By:

/s/ Kenneth M. Woolley

 

 

Name: Kenneth M. Woolley

 

 

Title: Chairman and Chief Executive Officer

 

 

May 9, 2007

 

 

The undersigned, the Chief Financial Officer of Extra Space Storage Inc. (the “Company”), hereby certifies to his knowledge on the date hereof, pursuant to 18 U.S.C. 1350(a), as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that the Quarterly Report on Form 10-Q for the quarter ended March 31, 2007 (the “Form 10-Q”), filed concurrently herewith by the Company, fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, and that the information contained in the Form 10-Q fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

By:

/s/ Kent W. Christensen

 

 

Name: Kent W. Christensen

 

 

Title: Executive Vice President and Chief Financial Officer

 

 

May 9, 2007