Maryland | 001-32269 | 20-1076777 | ||
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification Number) |
¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 2.02 | RESULTS OF OPERATIONS AND FINANCIAL CONDITION |
ITEM 9.01 | FINANCIAL STATEMENTS AND EXHIBITS |
Exhibit Number | Description of Exhibit | |
99.1 | Press Release dated February 21, 2017. |
EXTRA SPACE STORAGE INC. | |||
Date: February 21, 2017 | By | /s/ P. Scott Stubbs | |
Name: | P. Scott Stubbs | ||
Title: | Executive Vice President and Chief Financial Officer |
Extra Space Storage Inc. | ||||
PHONE (801) 365-4600 | ||||
FAX (801) 365-4855 | ||||
2795 East Cottonwood Parkway, Suite 300 | ||||
Salt Lake City, Utah 84121 | ||||
www.extraspace.com | ||||
FOR IMMEDIATE RELEASE |
• | Achieved net income attributable to common stockholders of $0.65 per diluted share, representing an 828.6% increase compared to the same period in 2015. |
• | Achieved funds from operations attributable to common stockholders (“FFO”) of $1.00 per diluted share. Excluding costs associated with acquisitions and non-cash interest, FFO as adjusted was $1.03 per diluted share, representing an 18.4% increase compared to the same period in 2015. |
• | Increased same-store revenue by 5.2% and same-store net operating income (“NOI”) by 7.9% compared to the same period in 2015. |
• | Reported same-store occupancy of 92.0% as of December 31, 2016, compared to 92.8% as of December 31, 2015. |
• | Acquired 24 wholly-owned operating stores and three stores at completion of construction for a total purchase price of approximately $316.0 million. |
• | Acquired two stores at completion of construction with joint venture partners for a total purchase price of approximately $19.0 million. |
• | Paid a quarterly dividend of $0.78 per share. |
• | Achieved net income attributable to common stockholders of $2.91 per diluted share, representing an 86.5% increase compared to the same period in 2015. |
• | Achieved FFO of $3.70 per diluted share. Excluding costs associated with acquisitions, non-cash interest and the loss related to settlement of a legal action, FFO as adjusted was $3.85 per diluted share, representing a 23.0% increase compared to the same period in 2015. |
• | Increased same-store revenue by 6.9% and same-store NOI by 9.2% compared to the same period in 2015. |
• | Acquired 91 wholly-owned operating stores and eight stores at completion of construction for a total purchase price of approximately $1.1 billion. |
• | Acquired nine stores at completion of construction with joint venture partners for a total purchase price of approximately $150.6 million. |
For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||||||||||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||||||||||||||||||
(per share) | (per share) | (per share) | (per share) | ||||||||||||||||||||||||||||
Net income attributable to common stockholders | $ | 82,403 | $ | 0.65 | $ | 8,675 | $ | 0.07 | $ | 366,127 | $ | 2.91 | $ | 189,474 | $ | 1.56 | |||||||||||||||
Impact of the difference in weighted average number of shares – diluted2 | (0.04 | ) | — | (0.17 | ) | (0.08 | ) | ||||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||
Real estate depreciation | 41,563 | 0.31 | 34,703 | 0.26 | 155,358 | 1.16 | 115,924 | 0.89 | |||||||||||||||||||||||
Amortization of intangibles | 6,042 | 0.05 | 4,408 | 0.03 | 20,467 | 0.15 | 11,094 | 0.09 | |||||||||||||||||||||||
(Gain) loss on real estate transactions, earnout from prior acquisition and sale of other assets | 1,349 | 0.01 | — | — | (8,465 | ) | (0.06 | ) | (1,501 | ) | (0.01 | ) | |||||||||||||||||||
Unconsolidated joint venture real estate depreciation and amortization | 1,024 | 0.01 | 1,066 | 0.01 | 4,505 | 0.03 | 4,233 | 0.03 | |||||||||||||||||||||||
Unconsolidated joint venture gain on sale of properties and purchase of partners' interests | (4,767 | ) | (0.04 | ) | — | — | (69,199 | ) | (0.51 | ) | (2,857 | ) | (0.02 | ) | |||||||||||||||||
Distributions paid on Series A Preferred Operating Partnership units | (1,271 | ) | (0.01 | ) | (1,271 | ) | (0.01 | ) | (5,085 | ) | (0.04 | ) | (5,088 | ) | (0.04 | ) | |||||||||||||||
Income allocated to Operating Partnership noncontrolling interests | 8,013 | 0.06 | 3,070 | 0.02 | 30,962 | 0.23 | 20,064 | 0.16 | |||||||||||||||||||||||
FFO attributable to common stockholders and unit holders | 134,356 | 1.00 | 50,651 | 0.38 | 494,670 | 3.70 | 331,343 | 2.58 | |||||||||||||||||||||||
Adjustments: | |||||||||||||||||||||||||||||||
Non-cash interest expense related to amortization of discount on equity portion of exchangeable senior notes | 1,264 | 0.01 | 1,112 | 0.01 | 4,980 | 0.04 | 3,310 | 0.03 | |||||||||||||||||||||||
Non-cash interest benefit related to out of market debt | (44 | ) | — | (363 | ) | — | (872 | ) | (0.01 | ) | (2,410 | ) | (0.02 | ) | |||||||||||||||||
Loss related to settlement of legal action | — | — | — | — | 4,000 | 0.03 | — | — | |||||||||||||||||||||||
Acquisition related costs and other3 | 2,987 | 0.02 | 63,698 | 0.48 | 12,111 | 0.09 | 69,401 | 0.54 | |||||||||||||||||||||||
FFO as adjusted attributable to common stockholders and unit holders | $ | 138,563 | $ | 1.03 | $ | 115,098 | $ | 0.87 | $ | 514,889 | $ | 3.85 | $ | 401,644 | $ | 3.13 | |||||||||||||||
Weighted average number of shares – diluted4 | 134,831,414 | 132,381,162 | 133,798,946 | 128,391,862 |
(1) | Per share amounts may not recalculate due to rounding. |
(2) | Adjustment to account for the difference between the number of shares used to calculate earnings per share and the number of shares used to calculate FFO per share. Earnings per share is calculated using the two-class method, which uses a lower number of shares than the calculation for FFO per share and FFO as adjusted per share, which are calculated assuming full redemption of all OP units as described in note (4). |
(3) | Acquisition related costs and other for the year ended December 31, 2016 includes costs related to acquisitions and the write-down of a note receivable of $800. |
(4) | Extra Space Storage LP (the “Operating Partnership”) has outstanding preferred and common operating partnership units (“OP units”). These OP units can be redeemed for cash or, at the Company’s election, shares of the Company’s common stock. Redemption of all OP units for common stock has been assumed for purposes of calculating the weighted average number of shares — diluted as presented above. The computation of weighted average number of shares — diluted for FFO per share and FFO as adjusted per share also includes the effect of share-based compensation plans and shares related to the exchangeable senior notes using the treasury stock method. |
For the Three Months Ended December 31, | Percent | For the Year Ended December 31, | Percent | ||||||||||||||||
2016 | 2015 | Change | 2016 | 2015 | Change | ||||||||||||||
Same-store rental and tenant reinsurance revenues | $ | 179,003 | $ | 170,234 | 5.2% | $ | 708,063 | $ | 662,213 | 6.9% | |||||||||
Same-store operating and tenant reinsurance expenses | 46,169 | 47,142 | (2.1)% | 189,973 | 187,939 | 1.1% | |||||||||||||
Same-store net operating income | $ | 132,834 | $ | 123,092 | 7.9% | $ | 518,090 | $ | 474,274 | 9.2% | |||||||||
Same-store square foot occupancy as of quarter end | 92.0% | 92.8% | 92.0% | 92.8% | |||||||||||||||
Properties included in same-store | 564 | 564 | 564 | 564 |
(1) | A reconciliation of same-store net operating income to income from operations is provided in the final table of this release. |
Closed During the Year Ended December 31, 2016 | Closed Subsequent to December 31, 2016 | Under Agreement to Close in 2017 | Total 2017 Acquisitions Closed or Under Agreement | Total Acquisitions Under Agreement to Close in 2018-19 | ||||||||||||||||||||||||||
Stores | Price | Stores | Price | Stores | Price | Stores | Price | Stores | Price | |||||||||||||||||||||
Operating Stores1 | 91 | $ | 1,002,293 | 2 | $ | 25,500 | 2 | $ | 31,550 | 4 | $ | 57,050 | — | $ | — | |||||||||||||||
Stores Purchased Upon Completion2 | 8 | 79,600 | — | — | 3 | 23,770 | 3 | 23,770 | 9 | 102,761 | ||||||||||||||||||||
Wholly Owned Total | 99 | 1,081,893 | 2 | 25,500 | 5 | 55,320 | 7 | 80,820 | 9 | 102,761 | ||||||||||||||||||||
JV Stores Purchased Upon Completion2 | 9 | 150,582 | 1 | 8,455 | 12 | 181,255 | 13 | 189,710 | 12 | 315,700 | ||||||||||||||||||||
Total | 108 | $ | 1,232,475 | 3 | $ | 33,955 | 17 | $ | 236,575 | 20 | $ | 270,530 | 21 | $ | 418,461 | |||||||||||||||
(1) | Includes the buyout of a joint venture partner's interest in six stores on February 2, 2016 at the value of the joint venture partner's interest (55.0% of total property value), the buyout of a joint venture partner's interest in 23 stores on September 16, 2016 at the value of the joint venture partner's interest (95.6% of total property value), and the buyout of a joint venture partner's interest in 11 stores on November 17, 2016 at the value of the joint venture partner's interest (95.0% of total property value). |
(2) | The locations of stores purchased upon completion and joint venture ownership interest details are included in the supplemental financial information published on the Company’s website at www.extraspace.com. |
Ranges for 2017 Annual Assumptions | Notes | ||||||||
Low | High | ||||||||
Funds from operations attributable to common stockholders | $ | 4.11 | $ | 4.20 | |||||
Funds from operations as adjusted attributable to common stockholders | $ | 4.15 | $ | 4.24 | |||||
Same-store property revenue growth | 4.00 | % | 5.00 | % | Assumes a same-store pool of 732 stores and includes tenant reinsurance | ||||
Same-store property expense growth | 3.50 | % | 4.50 | % | Assumes a same-store pool of 732 stores and includes tenant reinsurance. Assumes 6% property tax growth. | ||||
Same-store property NOI growth | 3.75 | % | 5.25 | % | Assumes a same-store pool of 732 stores and includes tenant reinsurance | ||||
Weighted average one-month LIBOR | 1.11 | % | 1.11 | % | |||||
Net tenant reinsurance income | $ | 77,500,000 | $ | 78,500,000 | |||||
General and administrative expenses | $ | 77,500,000 | $ | 78,500,000 | Includes non-cash compensation expense of $8.0 million. | ||||
Average monthly cash balance | $ | 25,000,000 | $ | 25,000,000 | |||||
Equity in earnings of real estate ventures | $ | 12,000,000 | $ | 13,000,000 | |||||
Acquisition of operating stores | $ | 280,000,000 | $ | 280,000,000 | Wholly-owned | ||||
Acquisition of other stores upon completion of development - wholly-owned | $ | 45,000,000 | $ | 45,000,000 | Wholly-owned | ||||
Acquisition of other stores upon completion of development - joint ventures | $ | 225,000,000 | $ | 225,000,000 | EXR investment totals approximately $75.0 million. | ||||
Interest expense | $ | 149,500,000 | $ | 151,000,000 | |||||
Non-cash interest expense related to exchangeable senior notes | $ | 5,000,000 | $ | 5,000,000 | Excluded from FFO as adjusted | ||||
Taxes associated with the Company's taxable REIT subsidiary | $ | 13,500,000 | $ | 14,500,000 | |||||
Acquisition related costs and other1 | — | — | |||||||
Weighted average share count | 135,500,000 | 135,500,000 | Assumes redemption of all OP units for common stock | ||||||
(1) | Beginning January 1, 2017, acquisition related costs will be capitalized due to a change in accounting literature, thus eliminating the need for an adjustment to funds from operations - as adjusted attributable to common stockholders. |
• | adverse changes in general economic conditions, the real estate industry and the markets in which we operate; |
• | failure to close pending acquisitions on expected terms, or at all; |
• | the effect of competition from new and existing stores or other storage alternatives, which could cause rents and occupancy rates to decline; |
• | difficulties in our ability to evaluate, finance, complete and integrate acquisitions and developments successfully and to lease up those stores, which could adversely affect our profitability; |
• | potential liability for uninsured losses and environmental contamination; |
• | the impact of the regulatory environment as well as national, state and local laws and regulations, including, without limitation, those governing real estate investment trusts (“REITs”), tenant reinsurance and other aspects of our business, which could adversely affect our results; |
• | disruptions in credit and financial markets and resulting difficulties in raising capital or obtaining credit at reasonable rates or at all, which could impede our ability to grow; |
• | the failure to effectively manage our growth and expansion into new markets or to successfully operate acquired stores and operations; |
• | increased interest rates and operating costs; |
• | reductions in asset valuations and related impairment charges; |
• | the failure of our joint venture partners to fulfill their obligations to us or their pursuit of actions that are inconsistent with our objectives; |
• | the failure to maintain our REIT status for U.S. federal income tax purposes; |
• | economic uncertainty due to the impact of war or terrorism, which could adversely affect our business plan; and |
• | difficulties in our ability to attract and retain qualified personnel and management members. |
December 31, 2016 | December 31, 2015 | ||||||
(Unaudited) | |||||||
Assets: | |||||||
Real estate assets, net | $ | 6,770,447 | $ | 5,689,309 | |||
Investments in unconsolidated real estate ventures | 79,570 | 103,007 | |||||
Cash and cash equivalents | 43,858 | 75,799 | |||||
Restricted cash | 13,884 | 30,738 | |||||
Receivables from related parties and affiliated real estate joint ventures | 16,611 | 2,205 | |||||
Other assets, net | 167,076 | 170,349 | |||||
Total assets | $ | 7,091,446 | $ | 6,071,407 | |||
Liabilities, Noncontrolling Interests and Equity: | |||||||
Notes payable, net | $ | 3,213,588 | $ | 2,758,567 | |||
Exchangeable senior notes, net | 610,314 | 623,863 | |||||
Notes payable to trusts, net | 117,321 | 117,191 | |||||
Revolving credit facility and line of credit | 365,000 | 36,000 | |||||
Accounts payable and accrued expenses | 101,388 | 82,693 | |||||
Other liabilities | 87,669 | 80,489 | |||||
Total liabilities | 4,495,280 | 3,698,803 | |||||
Commitments and contingencies | |||||||
Noncontrolling Interests and Equity: | |||||||
Extra Space Storage Inc. stockholders' equity: | |||||||
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding | — | — | |||||
Common stock, $0.01 par value, 500,000,000 shares authorized, 125,881,460 and 124,119,531 shares issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 1,259 | 1,241 | |||||
Additional paid-in capital | 2,566,120 | 2,431,754 | |||||
Accumulated other comprehensive income (loss) | 16,770 | (6,352 | ) | ||||
Accumulated deficit | (339,257 | ) | (337,566 | ) | |||
Total Extra Space Storage Inc. stockholders' equity | 2,244,892 | 2,089,077 | |||||
Noncontrolling interest represented by Preferred Operating Partnership units, net of $120,230 notes receivable | 147,920 | 80,531 | |||||
Noncontrolling interests in Operating Partnership | 203,354 | 202,834 | |||||
Other noncontrolling interests | — | 162 | |||||
Total noncontrolling interests and equity | 2,596,166 | 2,372,604 | |||||
Total liabilities, noncontrolling interests and equity | $ | 7,091,446 | $ | 6,071,407 |
For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Revenues: | (Unaudited) | (Unaudited) | (Unaudited) | ||||||||||||
Property rental | $ | 229,012 | $ | 195,672 | $ | 864,742 | $ | 676,138 | |||||||
Tenant reinsurance | 22,355 | 19,895 | 87,291 | 71,971 | |||||||||||
Management fees and other income | 9,649 | 10,192 | 39,842 | 34,161 | |||||||||||
Total revenues | 261,016 | 225,759 | 991,875 | 782,270 | |||||||||||
Expenses: | |||||||||||||||
Property operations | 64,122 | 59,634 | 250,005 | 203,965 | |||||||||||
Tenant reinsurance | 3,210 | 3,214 | 15,555 | 13,033 | |||||||||||
Acquisition related costs and other | 2,987 | 63,698 | 12,111 | 69,401 | |||||||||||
General and administrative | 18,355 | 18,138 | 81,806 | 67,758 | |||||||||||
Depreciation and amortization | 49,158 | 40,766 | 182,560 | 133,457 | |||||||||||
Total expenses | 137,832 | 185,450 | 542,037 | 487,614 | |||||||||||
Income from operations | 123,184 | 40,309 | 449,838 | 294,656 | |||||||||||
Gain (loss) on real estate transactions, earnout from prior acquisition and sale of other assets | (1,349 | ) | — | 8,465 | 1,501 | ||||||||||
Interest expense | (35,824 | ) | (30,629 | ) | (133,479 | ) | (95,682 | ) | |||||||
Non-cash interest expense related to amortization of discount on equity component of exchangeable senior notes | (1,264 | ) | (1,112 | ) | (4,980 | ) | (3,310 | ) | |||||||
Interest income | 1,451 | 1,821 | 6,148 | 3,461 | |||||||||||
Interest income on note receivable from Preferred Operating Partnership unit holder | 1,212 | 1,212 | 4,850 | 4,850 | |||||||||||
Income before equity in earnings of unconsolidated real estate ventures and income tax expense | 87,410 | 11,601 | 330,842 | 205,476 | |||||||||||
Equity in earnings of unconsolidated real estate ventures | 3,082 | 3,297 | 12,895 | 12,351 | |||||||||||
Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partners' interests | 4,767 | — | 69,199 | 2,857 | |||||||||||
Income tax expense | (4,843 | ) | (3,154 | ) | (15,847 | ) | (11,148 | ) | |||||||
Net income | 90,416 | 11,744 | 397,089 | 209,536 | |||||||||||
Net income allocated to Preferred Operating Partnership noncontrolling interests | (3,942 | ) | (2,673 | ) | (14,700 | ) | (11,718 | ) | |||||||
Net income allocated to Operating Partnership and other noncontrolling interests | (4,071 | ) | (396 | ) | (16,262 | ) | (8,344 | ) | |||||||
Net income attributable to common stockholders | $ | 82,403 | $ | 8,675 | $ | 366,127 | $ | 189,474 | |||||||
Earnings per common share | |||||||||||||||
Basic | $ | 0.65 | $ | 0.07 | $ | 2.92 | $ | 1.58 | |||||||
Diluted | $ | 0.65 | $ | 0.07 | $ | 2.91 | $ | 1.56 | |||||||
Weighted average number of shares | |||||||||||||||
Basic | 125,525,954 | 123,531,844 | 125,087,554 | 119,816,743 | |||||||||||
Diluted | 126,065,539 | 131,021,387 | 125,948,076 | 126,918,869 |
For the Three Months Ending March 31, 2017 | For the Year Ending December 31, 2017 | ||||||||||||||
Low End | High End | Low End | High End | ||||||||||||
Net income attributable to common stockholders per diluted share | $ | 0.54 | $ | 0.56 | $ | 2.41 | $ | 2.50 | |||||||
Income allocated to noncontrolling interest - Preferred Operating Partnership and Operating Partnership | 0.06 | 0.06 | 0.24 | 0.24 | |||||||||||
Fixed component of income allocated to non-controlling interest - Preferred Operating Partnership | (0.01 | ) | (0.01 | ) | (0.04 | ) | (0.04 | ) | |||||||
Net income attributable to common stockholders for diluted computations | 0.59 | 0.61 | 2.61 | 2.70 | |||||||||||
Adjustments: | |||||||||||||||
Real estate depreciation | 0.32 | 0.32 | 1.29 | 1.29 | |||||||||||
Amortization of intangibles | 0.04 | 0.04 | 0.17 | 0.17 | |||||||||||
Unconsolidated joint venture real estate depreciation and amortization | 0.01 | 0.01 | 0.04 | 0.04 | |||||||||||
Funds from operations attributable to common stockholders | 0.96 | 0.98 | 4.11 | 4.20 | |||||||||||
Adjustments: | |||||||||||||||
Non-cash interest expense related to amortization of discount on equity portion of exchangeable senior notes | 0.01 | 0.01 | 0.04 | 0.04 | |||||||||||
Acquisition related costs and other1 | — | — | — | — | |||||||||||
Funds from operations as adjusted attributable to common stockholders | $ | 0.97 | $ | 0.99 | $ | 4.15 | $ | 4.24 | |||||||
(1) | Beginning January 1, 2017, acquisition related costs will be capitalized due to a change in accounting literature, thus eliminating the need for an adjustment to funds from operations - as adjusted attributable to common stockholders. |
For the Three Months Ended December 31, | For the Year Ended December 31, | ||||||||||||||
2016 | 2015 | 2016 | 2015 | ||||||||||||
Same-store rental and tenant reinsurance revenues | $ | 179,003 | $ | 170,234 | $ | 708,063 | $ | 662,213 | |||||||
Non same-store rental and tenant reinsurance revenues | 72,364 | 45,333 | 243,970 | 85,896 | |||||||||||
Total property rental and tenant reinsurance revenues | 251,367 | 215,567 | 952,033 | 748,109 | |||||||||||
Same-store operating and tenant reinsurance expenses | 46,169 | 47,142 | 189,973 | 187,939 | |||||||||||
Non same-store operating and tenant reinsurance expenses | 21,163 | 15,706 | 75,587 | 29,059 | |||||||||||
Total property operating and tenant reinsurance expenses | 67,332 | 62,848 | 265,560 | 216,998 | |||||||||||
Same-store net operating income | 132,834 | 123,092 | 518,090 | 474,274 | |||||||||||
Non same-store net operating income | 51,201 | 29,627 | 168,383 | 56,837 | |||||||||||
Total net operating income | 184,035 | 152,719 | 686,473 | 531,111 | |||||||||||
Management fees and other income | 9,649 | 10,192 | 39,842 | 34,161 | |||||||||||
Acquisition related costs and other | (2,987 | ) | (63,698 | ) | (12,111 | ) | (69,401 | ) | |||||||
General and administrative | (18,355 | ) | (18,138 | ) | (81,806 | ) | (67,758 | ) | |||||||
Depreciation and amortization | (49,158 | ) | (40,766 | ) | (182,560 | ) | (133,457 | ) | |||||||
Income from operations | $ | 123,184 | $ | 40,309 | $ | 449,838 | $ | 294,656 |