SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

October 24, 2007

(Date of Report (Date of Earliest Event Reported))

 


 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

 

Maryland

 

001-32269

 

20-1076777

(State or Other Jurisdiction
of Incorporation)

 

(Commission File Number)

 

(IRS Employer
Identification Number)

 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

 


 

(801) 562-5556

(Registrant’s Telephone Number, Including Area Code)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

 

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

 

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

 

o

Pre-commencement communications pursuant to Rule 13e-4© under the Exchange Act (17 CFR 240.13e-4©)

 

 



 

ITEM 2.01 Completion of Acquisition or Disposition of Assets.

 

On September 10, 2007, Extra Space Storage Inc. (the “Company” or “EXR”) filed a Form 8-K for 23 acquisitions that occurred between January 1, 2007 and August 30, 2007. On August 31, 2007, the Company acquired eight additional properties. The data on these eight acquisitions was not included in the Form 8-K filed on September 10, 2007. This Form 8-K reflects these eight acquisitions.

 

The financial statements in this Form 8-K summarize the pro forma adjustments in the previously filed Form 8-K and detail the pro forma adjustments related to the eight acquisitions that occurred on August 31, 2007. These eight properties were acquired from joint ventures in which the Company held a minority interest. Audits were performed on the eight acquired properties as defined under Regulation S-X Rule 3-14 except as discussed on page 5 of this Form 8-K. The audited properties included in this Form 8-K and the eleven audited properties included in the previously filed Form 8-K represent the mathematical majority of the Company’s pool of acquired properties as of September 30, 2007.

 

ITEM 9.01 Financial Statements and Exhibits.

 

Pro Forma Financial Information:

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2007

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2007

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006

 

Audited Historical Financial Statements with Unaudited Interim Periods:

 

ESS PRISA LLC

Report of Independent Certified Public Accountants

Statements of Revenues and Certain Operating Expenses

Notes to Statements of Revenues and Certain Operating Expenses

 

SING, Ltd. Co.

Report of Independent Certified Public Accountants

Statements of Revenues and Certain Operating Expenses

Notes to Statements of Revenues and Certain Operating Expenses

 

2



 

SIGNATURES

 

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

 

 

EXTRA SPACE STORAGE INC.

 

 

 

Date:  October 24, 2007

By

/s/ Kent W. Christensen

 

 

 

Name:    Kent W. Christensen

 

 

Title:      Executive Vice President and Chief

               Financial Officer

 

3



 

Index to Financial Statements

 

Unaudited Pro Forma Condensed Consolidated Financial Information

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2007

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2007

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2006

 

Audited Historical Financial Statements with Unaudited Interim Periods:

 

ESS PRISA LLC

Report of Independent Certified Public Accountants

Statements of Revenues and Certain Operating Expenses

Notes to Statements of Revenues and Certain Operating Expenses

 

SING, Ltd. Co.

Report of Independent Certified Public Accountants

Statements of Revenues and Certain Operating Expenses

Notes to Statements of Revenues and Certain Operating Expenses

 

4



 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

 

On September 10, 2007, Extra Space Storage Inc. (the “Company” or “EXR”) filed a Form 8-K for 23 acquisitions that occurred between January 1, 2007 and August 30, 2007. On August 31, 2007, the Company acquired eight additional properties. The data on these eight acquisitions was not included in the Form 8-K filed on September 10, 2007. This Form 8-K reflects these eight acquisitions.

 

The financial statements in this Form 8-K summarize the pro forma adjustments in the previously filed Form 8-K and detail the pro forma adjustments related to the eight acquisitions that occurred on August 31, 2007. These eight properties were acquired from joint ventures in which the Company held a minority interest. Audits were performed on the eight acquired properties as defined under Regulation S-X Rule 3-14 except as discussed in the next paragraph. The audited properties included in this Form 8-K and the 11 audited properties included in the previously filed Form 8-K represent the mathematical majority of the Company’s pool of acquired properties as of September 30, 2007.

 

On August 31, 2007, the Company purchased eight properties from joint ventures in which it was a partner. The joint venture interests were originally acquired by the Company as part of the Storage USA acquisition that was completed on July 14, 2005. The Company has included these properties in its pool of audited individually insignificant acquisitions for the purpose of complying with SEC Regulation S-X, Rule 3-14. Only one year of audited financial statements (versus three years) was included for the following reasons:  (i) the amount of the acquisitions was not considered by management to be materially individually or in the aggregate to the Company’s financial statements; (ii) the acquisitions were not typical related party transactions (i.e., where the counterparty is a significant shareholder, officer, director, etc.); and (iii) completing three years of audits would have been burdensome to the Company due to the incomplete nature of the related records. Management believes the absence of the two additional years of audited financial statements is not material to a reader’s understanding of the Company’s financial results, financial condition and related trends.

 

The following unaudited pro forma condensed consolidated financial information of Extra Space Storage Inc. as of and for the six months ended June 30, 2007 has been derived from (1) the historical unaudited financial statements of Extra Space Storage Inc. as filed in the Company’s second quarter 2007 Form 10-Q, (2) the unaudited financial statements included in the Company’s Form 8-K as filed September 10, 2007,and (3) the historical unaudited statements of revenues and certain operating expenses of the eight audited properties acquired on August 31, 2007.

 

The following unaudited pro forma condensed consolidated financial information of Extra Space Storage Inc. for the year ended December 31, 2006 has been derived from (1) the historical audited financial statements of Extra Space Storage Inc. as filed in the Company’s 2006 Form 10-K, (2) the audited and unaudited financial statements included in the Company’s Form 8-K as filed September 10, 2007, and (3) the historical statements of revenues and certain operating expenses of the eight audited properties acquired on August 31, 2007.

 

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2007 reflects adjustments to the Company’s unaudited historical financial data to give effect to the properties acquired subsequent to June 30, 2007 as if the acquisitions occurred on June 30, 2007.

 

The pro forma condensed consolidated statements of operations for the six months ended June 30, 2007 and for the year ended December 31, 2006 reflect adjustments to the Company’s historical financial data to give effect to the acquisition of all the self-storage properties purchased in 2007 as if each had occurred on January 1, 2006. The pro forma amounts have been adjusted to exclude any operations from the date of acquisition to June 30, 2007 if such acquisition occurred before June 30, 2007 because such amounts are already included in the historical results.

 

The unaudited pro forma adjustments are based on available information. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s actual financial position or results of operations for the period would have been as of the date and for the

 

5



 

periods indicated, nor does it purport to represent the Company’s future financial position or results of operations.

 

The unaudited pro forma condensed consolidated financial information should be read, together with the notes thereto, in conjunction with the more detailed information contained in the historical financial statements referenced in this filing.

 

6



 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of June 30, 2007

(in thousands, except share data)

 

 

 

Historical
EXR

 

Adjustments
as Reported
in Form 8-K

 

Pro forma as
Reported in
Form 8-K

 

Audited
Acquisitions
on 8/31/07

 

Pro Forma
EXR

 

 

 

(1)

 

(2)

 

(3)

 

(4)

 

 

 

Assets:

 

 

 

 

 

 

 

 

 

 

 

Real estate assets:

 

 

 

 

 

 

 

 

 

 

 

Net operating real estate assets

 

$

1,641,120

 

$

14,686

 

$

1,655,806

 

$

45,991

 

$

1,701,797

 

Real estate under development

 

35,906

 

 

35,906

 

 

35,906

 

Net real estate assets

 

1,677,026

 

14,686

 

1,691,712

 

45,991

 

1,737,703

 

 

 

 

 

 

 

 

 

 

 

 

 

Investments in real estate ventures

 

91,303

 

 

91,303

 

990

 

92,293

 

Cash and cash equivalents

 

45,790

 

(4,915

)

40,875

 

(23,838

)

17,037

 

Short-term investments

 

90,331

 

 

90,331

 

 

90,331

 

Restricted cash

 

35,528

 

 

35,528

 

 

35,528

 

Receivables from related parties and affiliated real estate joint ventures

 

8,321

 

 

8,321

 

 

8,321

 

Other assets, net

 

35,640

 

78

 

35,718

 

799

 

36,517

 

Total assets

 

$

1,983,939

 

$

9,849

 

$

1,993,788

 

$

23,942

 

$

2,017,730

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities, Preferred Operating Partnership, Minority Interests, and Stockholders’ Equity:

 

 

 

 

 

 

 

 

 

 

 

Notes payable

 

$

875,730

 

$

 

$

875,730

 

$

23,340

 

$

899,070

 

Notes payable to trusts

 

119,590

 

 

119,590

 

 

119,590

 

Exchangeable senior notes

 

250,000

 

 

250,000

 

 

250,000

 

Derivative instrument associated with Preferred Operating Partnership units

 

15,268

 

1,231

 

16,499

 

 

16,499

 

Accounts payable and accrued expenses

 

25,363

 

66

 

25,429

 

152

 

25,581

 

Other liabilities

 

22,960

 

17

 

22,977

 

450

 

23,427

 

Total liabilities

 

1,308,911

 

1,314

 

1,310,225

 

23,942

 

1,334,167

 

 

 

 

 

 

 

 

 

 

 

 

 

Preferred Operating Partnership units, net of $100,000 note receivable

 

6,465

 

8,535

 

15,000

 

 

15,000

 

 

 

 

 

 

 

 

 

 

 

 

 

Minority interest in Operating Partnership

 

37,020

 

 

37,020

 

 

37,020

 

Other minority interests

 

277

 

 

277

 

 

277

 

 

 

 

 

 

 

 

 

 

 

 

 

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, 64,833,425 shares issued and outstanding

 

649

 

 

649

 

 

649

 

Paid-in capital

 

824,088

 

 

824,088

 

 

824,088

 

Accumulated deficit

 

(193,471

)

 

(193,471

)

 

(193,471

)

Total stockholders’ equity

 

631,266

 

 

631,266

 

 

631,266

 

 

 

 

 

 

 

 

 

 

 

 

 

Total liabilities, Preferred Operating Partnership, minority interests, and stockholders’ equity

 

$

1,983,939

 

$

9,849

 

$

1,993,788

 

$

23,942

 

$

2,017,730

 

 

7



 


(1) Reflects the assets, liabilities, Preferred Operating Partnership, minority interest, and stockholders’ equity of the Company as filed in Form 10-Q as of June 30, 2007

 

(2) Reflects the aggregate adjustments to assets, liabilities, Preferred Operating Partnership, minority interest, and stockholders’ equity of the Company as filed in Form 8-K on September 10, 2007.

 

(3) Reflects the pro forma assets, liabilities, Preferred Operating Partnership, minority interest, and stockholders’ equity of the Company as filed in Form 8-K on September 10, 2007.

 

(4) Represents the acquisition of eight properties on August 31, 2007 which include:

(a) The acquisition of one property located in Annapolis, MD for cash of $10,418.

(b) The acquisition of a seven property portfolio for cash of $13,558 and loan assumption of $23,340. The properties are located in Missouri, New Mexico, Indiana, Alabama, and Colorado.

 

8



 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Six Months Ended June 30, 2007

(in thousands, except share data)

 

 

 

Historical
EXR

 

Adjustments
as Reported
in Form 8-K

 

Pro forma as
Reported in
Form 8-K

 

Audited
Acquisitions
on 8/31/07

 

Pro Forma
Adjustments

 

Pro Forma
EXR

 

 

 

(1)

 

(2)

 

(3)

 

(4)

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property rental

 

$

94,623

 

$

11,364

 

$

105,987

 

$

2,802

 

$

 

$

108,789

 

Management and franchise fees

 

10,351

 

 

10,351

 

 

 

10,351

 

Tenant insurance

 

4,831

 

 

4,831

 

 

 

4,831

 

Acquisition and development fees

 

237

 

 

237

 

 

 

237

 

Other income

 

284

 

 

284

 

 

 

284

 

Total revenues

 

110,326

 

11,364

 

121,690

 

2,802

 

 

124,492

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operations

 

34,248

 

4,583

 

38,831

 

1,239

 

(221

)(5)

39,849

 

Tenant insurance

 

2,190

 

 

2,190

 

 

 

2,190

 

Unrecovered development and acquisition costs

 

409

 

 

409

 

 

 

409

 

General and administrative

 

18,208

 

 

18,208

 

 

 

18,208

 

Depreciation and amortization

 

17,919

 

3,521

 

21,440

 

 

790

 (6)

22,230

 

Total expenses

 

72,974

 

8,104

 

81,078

 

1,239

 

569

 

82,886

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

37,352

 

3,260

 

40,612

 

1,563

 

(569

)

41,606

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(28,833

)

(1,222

)

(30,055

)

 

(807

)(7)

(30,862

)

Interest income

 

5,116

 

707

 

5,823

 

 

(632

)(8)

5,191

 

Minority interest - Operating Partnership

 

(899

)

 

(899

)

 

 

(899

)

Minority interest - other

 

40

 

 

40

 

 

 

40

 

Equity in earnings of real estate ventures

 

2,389

 

 

2,389

 

 

258

 (9)

2,647

 

Net income (loss)

 

15,165

 

2,745

 

17,910

 

1,563

 

(1,750

)

17,723

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Preferred Operating Partnership Unit Holders

 

 

(2,875

)

(2,875

)

 

 

(2,875

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

15,165

 

$

(130

)

$

15,035

 

$

1,563

 

$

(1,750

)

$

14,848

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.24

 

 

 

$

0.23

 

 

 

 

 

$

0.23

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

0.23

 

 

 

$

0.23

 

 

 

 

 

$

0.22

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares-Basic

 

64,356,827

 

 

64,356,827

 

 

 

64,356,827

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares-Diluted

 

69,214,313

 

964,867

 

70,179,180

 

 

 

70,179,180

 

 

9



 


(1) Reflects the results of operations of EXR as filed in Form 10-Q for the six months ended June 30, 2007.

 

(2) Reflects the aggregate adjustments to the results of operations of the Company as filed in Form 8-K on September 10, 2007.

 

(3) Reflects the pro forma results of operations of the Company as filed in Form 8-K on September 10, 2007.

 

(4) Represents the pro forma revenues and operating expenses for the six months ended June 30, 2007 of the eight audited properties acquired on August 31, 2007.

 

 

 

Eight Audited Properties Financial
Statements

 

Property

 

Revenues

 

Expenses

 

Mgmt. Fee

 

ESS PRISA LLC (Annapolis, MD)

 

$

536

 

$

198

 

$

32

 

SING, Ltd. Co. (7 propeties)

 

2,266

 

1,041

 

189

 

Totals

 

$

2,802

 

$

1,239

 

$

221

 

 

(5) Adjustment to eliminate the management fee paid to the Company for the management of the properties. Subsequent to the acquisition by the Company, all properties are self-managed.

 

(6) Depreciation and amortization expense adjustments of $790 includes real estate depreciation of $463 computed on a straight-line basis over the estimated useful life (39 years) on depreciable assets acquired of $36,099 and amortization of $327 computed on a straight-line basis over 18 months on $980 of intangible assets relating to tenant relationships.

 

Eight Audited Properties

 

Depreciable
Assets

 

Depreciation
for Period
Prior to
Acquisition

 

Intangibles

 

Amortization
for Period
Prior to
Acquisition

 

Total
Depreciation /
Amortization
for Period
Prior to
Acquisition

 

ESS PRISA LLC (Annapolis, MD)

 

$

8,896

 

$

114

 

$

200

 

$

67

 

$

181

 

SING, Ltd. Co. (7 propeties)

 

27,203

 

349

 

780

 

260

 

609

 

  Totals

 

$

36,099

 

$

463

 

$

980

 

$

327

 

$

790

 

 

(7) Debt of $23,340 was assumed on seven properties with a variable interest rate of LIBOR plus 1.53%. These properties are shown below with interest for the period as if the acquisitions occurred on January 1, 2006.

 

Property

 

Debt

 

Rate

 

Non-Owned
Period
Interest

 

Type

 

SING, Ltd. Co. (7 propeties)

 

$

23,340

 

6.91

%

$

807

 

Assumed Debt

 

Total

 

$

23,340

 

 

 

$

807

 

 

 

 

(8) Interest income was reduced by $632 for the use of net cash in the acquisitions as if the acquisitions occurred on January 1, 2006.

 

10



 

(9) Equity in earnings of real estate ventures was increased by $258 to eliminate the Company’s share of the loss incurred by the joint ventures owning the acquired properties during the period.

 

11



 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

For the Year Ended December 31, 2006

(in thousands, except share data)

 

 

 

Historical
EXR

 

Adjustments
as Reported
in Form 8-K

 

Pro forma as
Reported in
Form 8-K

 

Audited
Acquisitions
on 8/31/07

 

Pro Forma
Adjustments

 

Pro Forma
EXR

 

 

 

(1)

 

(2)

 

(3)

 

(4)

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property rental

 

$

170,993

 

$

27,267

 

$

198,260

 

$

5,407

 

$

 

$

203,667

 

Management and franchise fees

 

20,883

 

 

20,883

 

 

 

20,883

 

Tenant insurance

 

4,318

 

 

4,318

 

 

 

4,318

 

Acquisition and development fees

 

272

 

 

272

 

 

 

272

 

Other income

 

798

 

 

798

 

 

 

798

 

Total revenues

 

197,264

 

27,267

 

224,531

 

5,407

 

 

229,938

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

 

 

 

 

Property operations

 

62,243

 

10,186

 

72,429

 

2,518

 

(425

)(5)

74,522

 

Tenant insurance

 

2,328

 

 

2,328

 

 

 

2,328

 

Unrecovered development and acquisition costs

 

269

 

 

269

 

 

 

269

 

General and administrative

 

35,600

 

 

35,600

 

 

 

35,600

 

Depreciation and amortization

 

37,172

 

8,270

 

45,442

 

 

1,579

 (6)

47,021

 

Total expenses

 

137,612

 

18,456

 

156,068

 

2,518

 

1,154

 

159,740

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

59,652

 

8,811

 

68,463

 

2,889

 

(1,154

)

70,198

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(50,953

)

(3,361

)

(54,314

)

 

(1,609

)(7)

(55,923

)

Interest income

 

2,469

 

2,618

 

5,087

 

 

(1,263

)(8)

3,824

 

Minority interest - Operating Partnership

 

(985

)

 

(985

)

 

 

(985

)

Equity in earnings of real estate ventures

 

4,693

 

 

4,693

 

 

675

 (9)

5,368

 

Net income (loss) available to common stockholders

 

14,876

 

8,068

 

22,944

 

2,889

 

(3,351

)

22,482

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Distributions to Preferred Operating Partnership Unit Holders

 

 

(5,750

)

(5,750

)

 

 

(5,750

)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) available to common stockholders

 

$

14,876

 

$

2,318

 

$

17,194

 

$

2,889

 

$

(3,351

)

$

16,732

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per common share

 

$

0.27

 

 

 

$

0.31

 

 

 

 

 

$

0.30

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Diluted earnings per common share

 

$

0.27

 

 

 

$

0.30

 

 

 

 

 

$

0.29

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares-Basic

 

54,998,935

 

 

54,998,935

 

 

 

54,998,935

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of common shares-Diluted

 

59,291,749

 

989,980

 

60,281,729

 

 

 

60,281,729

 

 

12



 


(1) Reflects the results of operations of EXR as filed in Form 10-K for the year ended December 31, 2006.

 

(2) Reflects the aggregate adjustments to the results of operations of the Company as filed in Form 8-K on September 10, 2007.

 

(3) Reflects the pro forma results of operations of the Company as filed in Form 8-K on September 10, 2007.

 

(4) Represents the pro forma revenues and operating expenses for the year ended December 31, 2006 of the eight audited properties acquired August 31, 2007:

 

 

 

Eight Audited Properties Financial
Statements

 

Property

 

Revenues

 

Expenses

 

Mgmt. Fee

 

ESS PRISA LLC (Annapolis, MD)

 

$

1,068

 

$

389

 

$

64

 

SING, Ltd. Co. (7 propeties)

 

4,339

 

2,129

 

361

 

Totals

 

$

5,407

 

$

2,518

 

$

425

 

 

(5) Adjustment to eliminate the management fee paid to the Company for the management of the properties. Subsequent to the acquisition by the Company, all properties are self-managed.

 

(6) Depreciation and amortization expense adjustments of $1,579 on audited transactions includes real estate depreciation of $926 computed on a straight-line basis over the estimated useful life (39 years) on depreciable assets acquired of $36,099 and amortization of $653 computed on a straight-line basis over 18 months on $980 of intangible assets relating to tenant relationships.

 

Eight Audited Properties

 

Depreciable
Assets

 

2006
Depreciation

 

Intangible
Assets

 

2006
Amortization

 

Total 2006
Depreciation /
Amortization

 

ESS PRISA LLC (Annapolis, MD)

 

$

8,896

 

$

228

 

$

200

 

$

133

 

$

361

 

SING, Ltd. Co. (7 propeties)

 

27,203

 

698

 

780

 

520

 

1,218

 

Totals

 

$

36,099

 

$

926

 

$

980

 

$

653

 

$

1,579

 

 

(7) Debt of $23,340 was assumed on seven properties with a variable interest rate of LIBOR plus 1.53%. These properties are shown below with interest for the period as if the acquisitions occurred on January 1, 2006.

 

Property

 

Debt

 

Rate

 

Annual
Interest

 

Type

 

SING, Ltd. Co. (7 propeties)

 

$

23,340

 

6.90

%

$

1,609

 

Assumed Debt

 

Total

 

$

23,340

 

 

 

$

1,609

 

 

 

 

(8) Interest income was reduced by $1,263 for the use of net cash in the acquisitions as if the acquisitions occurred on January 1, 2006.

 

(9) Equity in earnings of real estate ventures was increased by $675 to eliminate the Company’s share of the loss incurred by the joint ventures owning the acquired properties during the period.

 

13



 

Statements of Revenues and Certain Operating Expenses and Report of Independent

Certified Public Accountants

 

ESS PRISA LLC

 

For the year ended December 31, 2006 and

 

for the six months ended June 30, 2007 and 2006 (unaudited)

 

14



 

Report of Independent Certified Public Accountants

 

To the Board of Directors of

Extra Space Storage, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of the property owned by ESS PRISA LLC (the “Property”) for the year ended December 31, 2006. This financial statement is the responsibility of the management of Extra Space Storage, Inc. Our responsibility is to express an opinion on this financial statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Property’s internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in filing of Form 8-K of Extra Space Storage Inc.) as described in Note 1 to the financial statement and is not intended to be a complete presentation of the Property’s revenues and expenses.

 

In our opinion, such financial statement presents fairly, in all material respects, the revenues and certain operating expenses of the property owned by ESS PRISA LLC for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/  Grant Thornton LLC

 

Salt Lake City, Utah

October 22, 2007

 

15



 

ESS PRISA LLC

 

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

(dollars in thousands)

 

 

 

For the Six Months Ended
June 30,

 

For the Year
Ended
December 31,

 

 

 

2007

 

2006

 

2006

 

 

 

(unaudited)

 

(unaudited)

 

 

 

REVENUE

 

 

 

 

 

 

 

Rents

 

$

520

 

$

523

 

$

1,038

 

Other

 

16

 

16

 

30

 

 

 

 

 

 

 

 

 

Total revenues

 

536

 

539

 

1,068

 

 

 

 

 

 

 

 

 

CERTAIN OPERATING EXPENSES

 

 

 

 

 

 

 

Property operating expenses

 

166

 

156

 

325

 

Management fees

 

32

 

32

 

64

 

 

 

 

 

 

 

 

 

Total certain operating expenses

 

198

 

188

 

389

 

 

 

 

 

 

 

 

 

REVENUES IN EXCESS OF CERTAIN OPERATING EXPENSES

 

$

338

 

$

351

 

$

679

 

 

The accompanying notes are an integral part of these financial statements.

 

16



 

ESS PRISA LLC

Notes of Statements of Revenues and Certain Operating Expenses

 

1.  ACQUISITION, ORGANIZATION AND BASIS OF PRESENTATION

 

Acquisition of property

 

The accompanying statement of revenues and certain operating expenses relates to the operation of the property owned by ESS PRISA LLC (the “Property”). The Property was acquired by Extra Space Storage, Inc. (“Extra Space”) from ESS PRISA LLC (“PRISA”) in August 2007. Extra Space holds a 2% minority equity interest in PRISA. The majority interest in PRISA is held by PRISA Self Storage LLC, a wholly-owned subsidiary of Prudential Real Estate Investors. Extra Space manages operations at all of the self-storage facilities owned by PRISA in exchange for a management fee of 6% of cash collected. The Property consists of land and a self-storage facility located in Maryland.

 

Basis of presentation

 

The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the Securities and Exchange Commission Regulation S-X, Rule 3-14. The statement is not representative of the actual operations of the Property for the year ended December 31, 2006, as certain expenses, which may not be comparable to the expenses expected to be incurred by the Property in future operations, have been excluded as discussed below. The management of the Property is not aware of any material factors that would cause the reported financial information not to be indicative of future operating results.

 

Certain operating expenses include real estate taxes and certain other operating expenses related to the operations of the Property. Excluded expenses include mortgage interest, depreciation and amortization and certain other costs not directly related to the future operations of the Property.

 

The statements of revenues and certain operating expenses for the six months ended June 30, 2007 and 2006 are unaudited. In the opinion of management, these interim financial statements reflect all necessary adjustments for a fair presentation of the revenues and certain operating expenses of the respective periods. All such adjustments are of a normal recurring nature.

 

2.  REVENUE RECOGNITION

 

Revenue is principally obtained from tenant rentals under month-to-month operating leases. The Property recognizes rental revenue daily on a straight line basis over the terms of the leases. Tenants move in and out throughout the month and revenue is recognized on a pro-rata basis for the days each unit is occupied during the month. Revenue is recognized for past due tenants until the unit is vacated through either payment or auction.

 

The Property recognizes revenue for merchandise sales as the sales take place. Revenue for late fees and other miscellaneous items are included in other revenue as they are earned under the terms of the rental contracts.

 

3.  EXPENSE RECOGNITION

 

Property expenses, including utilities, repairs and maintenance and other costs to manage the facilities are recognized as incurred. Expenses such as property taxes and property insurance are recognized over their respective assessment or coverage periods. The Property recognizes bad debt expense based upon the Property’s historical collection experience and current economic trends. Advertising expense for the year ended December 31, 2006 was $10. Advertising expense for the six months ended June 30, 2007 and 2006 was $8 and $4, respectively.

 

17



 

4.  USE OF ESTIMATES

 

The preparation of the statement of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

5.  COMMITMENTS AND CONTINGENCIES

 

The Property is not presently involved in any material litigation nor, to management’s knowledge, is any material litigation threatened against the Property, other than routine legal matters arising in the ordinary course of business. Management believes the costs, if any, incurred by the Property related to this litigation will not materially affect the operating results of the Property.

 

18



 

Statements of Revenues and Certain Operating Expenses and Report of Independent

Certified Public Accountants

 

SING, Ltd. Co.

 

For the year ended December 31, 2006 and

 

for the six months ended June 30, 2007 and 2006 (unaudited)

 

19



 

Report of Independent Certified Public Accountants

 

To the Board of Directors of

Extra Space Storage, Inc.

 

We have audited the accompanying statement of revenues and certain operating expenses of the properties owned by SING, Ltd. Co. (the “Properties”) for the year ended December 31, 2006. This financial statement is the responsibility of the management of Extra Space Storage, Inc. Our responsibility is to express an opinion on this financial statement based on our audit.

 

We conducted our audit in accordance with auditing standards generally accepted in the United States of America as established by the American Institute of Certified Public Accountants. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Properties’ internal control over financial reporting. Accordingly, we express no opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.

 

The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the rules and regulations of the Securities and Exchange Commission (for inclusion in filing of Form 8-K of Extra Space Storage Inc.) as described in Note 1 to the financial statement and is not intended to be a complete presentation of the Properties’ revenues and expenses.

 

In our opinion, such financial statement presents fairly, in all material respects, the revenues and certain operating expenses of the properties owned by SING, Co. Ltd. for the year ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.

 

 

/s/  Grant Thornton LLC

 

Salt Lake City, Utah

October 22, 2007

 

20



 

SING, LTD. CO.
 

STATEMENTS OF REVENUES AND CERTAIN OPERATING EXPENSES

(dollars in thousands)

 

 

 

For the Six Months Ended
June 30,

 

For the Year
Ended
December 31,

 

 

 

2007

 

2006

 

2006

 

 

 

(unaudited)

 

(unaudited)

 

 

 

REVENUE

 

 

 

 

 

 

 

Rents

 

$

2,119

 

$

1,930

 

$

4,014

 

Other

 

147

 

161

 

325

 

 

 

 

 

 

 

 

 

Total revenues

 

2,266

 

2,091

 

4,339

 

 

 

 

 

 

 

 

 

CERTAIN OPERATING EXPENSES

 

 

 

 

 

 

 

Property operating expenses

 

852

 

858

 

1,768

 

Management fees

 

189

 

143

 

361

 

 

 

 

 

 

 

 

 

Total certain operating expenses

 

1,041

 

1,001

 

2,129

 

 

 

 

 

 

 

 

 

REVENUES IN EXCESS OF CERTAIN OPERATING EXPENSES

 

$

1,225

 

$

1,090

 

$

2,210

 

 

The accompanying notes are an integral part of these financial statements

 

21



 

SING, LTD. CO.

Notes of Statments of Revenues and Certain Operating Expenses

 

1.  ACQUISITION, ORGANIZATION AND BASIS OF PRESENTATION

 

Acquisition of property

 

The accompanying statement of revenues and certain operating expenses relates to the operation of the seven properties owned by SING Ltd. Co. (the “Properties”). The Properties were acquired from SING Ltd. Co. (“SING”) by Extra Space Storage, Inc. (“Extra Space”) in August 2007. Extra Space held a 49% minority interest in SING prior to the acquisition. The majority interest in SING was held by SING, LLC. Extra Space also managed operations of the Properties in exchange for management and royalty fees of 7% of cash collected by the Properties. The Properties consist of land and self-storage facilities located in Indiana, Alabama, Missouri, Colorado and New Mexico.

 

Basis of presentation

 

The accompanying statement of revenues and certain operating expenses was prepared for the purpose of complying with the Securities and Exchange Commission Regulation S-X, Rule 3-14. The statement is not representative of the actual operations of the Properties for the year ended December 31, 2006, as certain expenses, which may not be comparable to the expenses expected to be incurred by the Properties in future operations, have been excluded as discussed below. The management of the Properties is not aware of any material factors that would cause the reported financial information not to be indicative of future operating results.

 

Certain operating expenses include real estate taxes and certain other operating expenses related to the operations of the Properties. Excluded expenses consist of mortgage interest, depreciation and amortization and certain other costs not directly related to the future operations of the Properties.

 

The statements of revenues and certain operating expenses for the six months ended June 30, 2007 and 2006 are unaudited. In the opinion of management, these interim financial statements reflect all necessary adjustments for a fair presentation of the revenues and certain operating expenses of the respective periods. All such adjustments are of a normal recurring nature.

 

2.  REVENUE RECOGNITION

 

Revenue is principally obtained from tenant rentals under month-to-month operating leases. The Properties recognize rental revenue daily on a straight line basis over the terms of the leases. Tenants move in and out throughout the month and revenue is recognized on a pro-rata basis for the days each unit is occupied during the month. Revenue is recognized for past due tenants until the unit is vacated through either payment or auction.

 

The Properties recognize revenue for merchandise sales as the sales take place. Revenue for late fees and other miscellaneous items are included in other revenue as they are earned under the terms of the rental contracts.

 

3.  EXPENSE RECOGNITION

 

Property expenses, including utilities, repairs and maintenance and other costs to manage the facilities are recognized as incurred. Expenses such as property taxes and property insurance are recognized over their respective assessment or coverage periods. The Properties recognize bad debt expense based upon the Properties’ historical collection experience and current economic trends. Advertising expense for the year ended December 31, 2006 was $128. Advertising expense for the six months ended June 30, 2007 and 2006 was $73 and $57, respectively.

 

22



 

4.  USE OF ESTIMATES

 

The preparation of the statement of revenues and certain operating expenses, in conformity with accounting principles generally accepted in the United States of America, requires management to make estimates and assumptions that affect the reported amounts of revenues and expenses during the reporting period. Actual results may differ from those estimates.

 

5.  COMMITMENTS AND CONTINGENCIES

 

The Properties are not presently involved in any material litigation nor, to management’s knowledge, is any material litigation threatened against the Properties, other than routine legal matters arising in the ordinary course of business. Management believes the costs, if any, incurred by the Properties related to this litigation will not materially affect the operating results of the Properties.

 

23