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 September 30, 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 October 31, 2007 was 65,299,160.

 

 



 

EXTRA SPACE STORAGE INC.
TABLE OF CONTENTS

 

STATEMENT ON FORWARD-LOOKING INFORMATION

3

 

 

PART I. FINANCIAL INFORMATION

4

 

 

ITEM 1. FINANCIAL STATEMENTS

4

 

 

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

24

 

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

36

 

 

ITEM 4. CONTROLS AND PROCEDURES

37

 

 

PART II. OTHER INFORMATION

37

 

 

ITEM 1. LEGAL PROCEEDINGS

37

 

 

ITEM 1A. RISK FACTORS

37

 

 

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

37

 

 

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

38

 

 

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

38

 

 

ITEM 5. OTHER INFORMATION

38

 

 

ITEM 6. EXHIBITS

39

 

 

SIGNATURES

39

 

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;

 

                  potential liability for uninsured losses and environmental contamination;

 

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

 

                  the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing real estate investment trusts, 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)

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

(unaudited)

 

 

 

Assets:

 

 

 

 

 

Real estate assets:

 

 

 

 

 

Net operating real estate assets

 

$

1,707,384

 

$

1,382,055

 

Real estate under development

 

49,943

 

35,336

 

Net real estate assets

 

1,757,327

 

1,417,391

 

 

 

 

 

 

 

Investments in real estate ventures

 

89,876

 

88,115

 

Cash and cash equivalents

 

41,830

 

70,801

 

Short-term investments

 

49,200

 

 

Restricted cash

 

36,642

 

44,282

 

Receivables from related parties and affiliated real estate joint ventures

 

9,447

 

15,880

 

Other assets, net

 

35,253

 

33,356

 

Total assets

 

$

2,019,575

 

$

1,669,825

 

 

 

 

 

 

 

Liabilities, Minority Interests and Stockholders’ Equity:

 

 

 

 

 

Notes payable

 

$

902,930

 

$

828,584

 

Notes payable to trusts

 

119,590

 

119,590

 

Exchangeable senior notes

 

250,000

 

 

Line of credit

 

 

 

Accounts payable and accrued expenses

 

33,951

 

25,704

 

Other liabilities

 

18,416

 

17,234

 

Total liabilities

 

1,324,887

 

991,112

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

Minority interest represented by Preferred Operating Partnership units, net of $100,000 note receivable (Note 15)

 

30,427

 

 

Minority interest in Operating Partnership

 

36,807

 

34,841

 

Other minority interests

 

164

 

317

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

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

 

 

 

Common Stock, $0.01 par value, 300,000,000 and 200,000,000 shares authorized at September 30,2007 and December 31, 2006, respectively, and 65,276,108 and 64,167,098 shares issued and outstanding at September 30, 2007 and December 31, 2006 respectively

 

653

 

642

 

Paid-in capital

 

825,130

 

822,181

 

Accumulated deficit

 

(198,493

)

(179,268

)

Total stockholders’ equity

 

627,290

 

643,555

 

 

 

 

 

 

 

Total liabilities, minority interests and stockholders’ equity

 

$

2,019,575

 

$

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 September 30,

 

Nine months ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Revenues:

 

 

 

 

 

 

 

 

 

Property rental

 

$

55,209

 

$

44,682

 

$

149,832

 

$

125,877

 

Management and franchise fees

 

5,169

 

5,357

 

15,520

 

15,697

 

Tenant insurance

 

3,027

 

716

 

7,858

 

2,608

 

Development fees

 

97

 

47

 

334

 

272

 

Other income

 

324

 

386

 

608

 

635

 

Total revenues

 

63,826

 

51,188

 

174,152

 

145,089

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operations

 

19,607

 

16,613

 

53,855

 

46,603

 

Tenant insurance

 

1,397

 

284

 

3,587

 

1,506

 

Unrecovered development and acquisition costs

 

184

 

(87

)

593

 

255

 

General and administrative

 

9,326

 

8,598

 

27,534

 

26,590

 

Depreciation and amortization

 

10,598

 

9,253

 

28,517

 

27,586

 

Total expenses

 

41,112

 

34,661

 

114,086

 

102,540

 

 

 

 

 

 

 

 

 

 

 

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

 

22,714

 

16,527

 

60,066

 

42,549

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(16,079

)

(13,429

)

(44,912

)

(38,198

)

Interest income

 

1,821

 

175

 

6,937

 

805

 

Interest income on note receivable from Preferred Unit holder

 

1,280

 

 

1,280

 

 

Equity in earnings of real estate ventures

 

1,304

 

1,340

 

3,693

 

3,566

 

Fair value adjustment of obligation associated with Preferred Operating Partnership units (Note 15)

 

1,054

 

 

1,054

 

 

Minority interest - Operating Partnership

 

(869

)

(306

)

(1,768

)

(585

)

Minority interests - other

 

113

 

 

153

 

 

Net income

 

11,338

 

4,307

 

26,503

 

8,137

 

Fixed distribution paid to Preferred Operating Partnership unit holder (Note 15)

 

(1,510

)

 

(1,510

)

 

Net income available to common stockholders

 

$

9,828

 

$

4,307

 

$

24,993

 

$

8,137

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.08

 

$

0.39

 

$

0.16

 

Diluted

 

$

0.15

 

$

0.08

 

$

0.38

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

 

 

Basic

 

64,901,249

 

52,501,864

 

64,461,353

 

51,929,336

 

Diluted

 

70,567,078

 

57,072,838

 

69,702,837

 

56,250,164

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

0.23

 

$

0.23

 

$

0.68

 

$

0.68

 

 

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

 

Accumulated

 

Total
Stockholders’

 

 

 

Shares

 

Par Value

 

Capital

 

Deficit

 

Equity

 

Balances at December 31, 2006

 

64,167,098

 

642

 

822,181

 

(179,268

)

643,555

 

 

 

 

 

 

 

 

 

 

 

 

 

Issuance of common stock upon the exercise of options

 

99,290

 

1

 

1,338

 

 

1,339

 

Restricted stock grants issued

 

119,329

 

1

 

 

 

1

 

Restricted stock grants cancelled

 

(2,607

)

 

 

 

 

Conversion of Contingent Conversion Shares to common stock

 

892,998

 

9

 

 

 

9

 

Compensation expense related to stock-based awards

 

 

 

1,611

 

 

1,611

 

 

 

 

 

 

 

 

 

 

 

 

 

Fixed distribution paid to Preferred Operating Partnership unit holder

 

 

 

 

(1,510

)

(1,510

Net income

 

 

 

 

26,503

 

26,503

 

Dividends paid on common stock at $0.6825 per share

 

 

 

 

(44,218

)

(44,218

)

Balances at September 30, 2007

 

65,276,108

 

$

653

 

$

825,130

 

$

(198,493

)

$

627,290

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

6



 

Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows

(in thousands)
(unaudited)

 

 

 

Nine months ended September 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

 

 

Net income

 

$

26,503

 

$

8,137

 

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

 

 

 

 

 

Depreciation and amortization

 

28,517

 

27,586

 

Amortization of deferred financing costs

 

2,457

 

2,111

 

Fair value adjustment of obligation associated with Preferred Operating Partnership units (Note 15)

 

(1,054

)

 

Stock compensation expense

 

1,611

 

1,377

 

Income allocated to minority interests

 

1,615

 

585

 

Distributions from operations of real estate ventures in excess of earnings

 

3,454

 

3,423

 

Changes in operating assets and liabilities:

 

 

 

 

 

Receivables from related parties

 

4,835

 

16,619

 

Other assets

 

5,045

 

3,607

 

Accounts payable and accrued expenses

 

8,247

 

(6,485

)

Other liabilities

 

(2,378

)

3,756

 

Net cash provided by operating activities

 

78,852

 

60,716

 

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Acquisition of real estate assets

 

(144,347

)

(127,826

)

Development and construction of real estate assets

 

(31,495

)

(26,301

)

Proceeds from sale of real estate assets

 

1,999

 

728

 

Investments in real estate ventures

 

(4,769

)

(5,104

)

Net purchases of short-term investments

 

(49,200

)

 

Change in restricted cash

 

7,640

 

1,451

 

Principal payments received on notes receivable

 

 

123

 

Purchase of equipment and fixtures

 

(835

)

(1,217

)

Net cash used in investing activities

 

(221,007

)

(158,146

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Proceeds from exchangeable senior notes

 

250,000

 

 

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

 

50,102

 

129,126

 

Principal payments on notes payable and line of credit

 

(31,135

)

(65,213

)

Deferred financing costs

 

(7,740

)

(899

)

Loan to Preferred OP unit holder

 

(100,000

)

 

Redemption of Operating Partnership units held by minority interest

 

(775

)

 

Proceeds from issuance of common shares, net

 

 

194,901

 

Net proceeds from exercise of stock options

 

1,339

 

565

 

Dividends paid on common stock

 

(44,218

)

(35,407

)

Distributions to Operating Partnership units held by minority interest

 

(4,389

)

(2,610

)

Net cash provided by financing activities

 

113,184

 

220,463

 

Net increase (decrease) in cash and cash equivalents

 

(28,971

)

123,033

 

Cash and cash equivalents, beginning of the period

 

70,801

 

28,653

 

Cash and cash equivalents, end of the period

 

$

41,830

 

$

151,686

 

 

7



 

 

 

Nine months ended September 30,

 

 

 

2007

 

2006

 

Supplemental schedule of cash flow information

 

 

 

 

 

Interest paid, net of amounts capitalized

 

$

37,756

 

$

35,379

 

 

 

 

 

 

 

Supplemental schedule of noncash investing and financing activities:

 

 

 

 

 

Acquisitions:

 

 

 

 

 

Real estate assets acquired

 

$

190,185

 

$

27,091

 

Notes payable acquired

 

(54,350

)

(10,878

)

Notes receivable

 

 

(10,298

)

Preferred Operating Partnership units issued as consideration

 

(131,499

)

 

Investment in real estate ventures

 

(502

)

(2,785

)

Minority interest in Operating Partnership

 

(3,834

)

(3,130

)

Conversion of Operating Parntership Units held by minority interests for common stock

 

 

1,811

 

 

See accompanying notes to unaudited condensed consolidated financial statements.

 

8



 

Extra Space Storage Inc.

Notes to Condensed Consolidated Financial Statements (unaudited)

Amounts in thousands, except 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 joint ventures with third parties. At September 30, 2007, the Company had direct and indirect equity interests in 585 storage facilities located in 33 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, acquisition and development activities include managing, acquiring, developing and selling self-storage facilities. The rental operations activities include rental operations of self-storage facilities. No single tenant accounts for more than 5% of rental income.

 

2.                                      BASIS OF PRESENTATION

 

The accompanying unaudited condensed consolidated financial statements of the Company 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 and nine months ended September 30, 2007 are not necessarily indicative of results that may be expected for the year ending 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”).

 

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.

 

Recently Issued Accounting Standards

 

Emerging Issues Task Force (“EITF”) Topic D-109, “Determining the Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the Form of a Share under FASB Statement No. 133” (“Topic D-109”), discussed at the March 15, 2007 EITF meeting, is effective at the beginning of the first fiscal quarter beginning after June 15, 2007 (even if that period is other than the first fiscal quarter of the registrant’s fiscal year). Topic D-109 provides the SEC staff’s view as to how one must evaluate whether a preferred stock “host” contract is a debt host or an equity host. It states that the determination of the nature of the host contract for a hybrid financial instrument (that is, whether the nature of the host contract is more akin to debt or to equity) issued in the form of a share should be based on a consideration of economic characteristics and risks. The SEC staff believes that the consideration of the economic characteristics and risks of the host contract should be based on all the stated and implied substantive terms and features of the hybrid financial instrument. This may represent a change from the way these instruments were analyzed in the past.

 

The Company elected to early adopt Topic D-109 which specifically relates to the AAAAA Rent-A-Space acquisition that was completed during the quarter ended June 30, 2007. See Note 15.

 

9



 

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 either the treasury stock or if converted method. Potential common shares are securities (such as options, warrants, convertible debt, Contingent Conversion Shares (“CCS”), Contingent Conversion Units (“CCU”), exchangeable Series A Participating Redeemable Preferred Operating Partnership units (“Preferred OP units”) and convertible Operating Partnership units ) (“OP units”) that do not have a current right to participate in earnings but could do so in the future by virtue of their option or conversion right. In computing the dilutive effect of convertible securities, net income 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 shares that are dilutive, those that reduce earnings per share, are included.

 

The Company has $250.0 million of exchangeable senior notes issued and outstanding that also can potentially have a dilutive effect on its earnings per share calculations. The exchangeable senior notes are exchangeable by holders into shares of the Company’s common stock under certain circumstances per the terms of the indenture governing the exchangeable senior notes. The exchangeable senior notes are not exchangeable unless the price of the Company’s common stock is greater than or equal to 130% of the applicable exchange price for a specified period during a quarter, or unless certain other events occur. The exchange price was $23.48 per share at September 30, 2007, and could change over time as described in the indenture. The price of the Company’s common stock did not exceed 130% of the exchange price for the specified period of time during the third quarter of 2007, therefore holders of the exchangeable senior notes may not elect to convert them during the fourth quarter of 2007.

 

The Company has irrevocably agreed to pay only cash for the accreted principal amount of the exchangeable senior notes relative to its exchange obligations, but has retained the right to satisfy the exchange obligations in excess of the accreted principal amount in cash and/or common stock. Though the Company has retained that right, FAS 128, Earnings Per Share, requires an assumption that shares will be used to pay the exchange obligations in excess of the accreted principal amount, and requires that those shares be included in the Company’s calculation of weighted average common shares outstanding for the diluted earnings per share computation. No shares were included in the computation at September 30, 2007 because there was no excess over the accreted principal for the period.

 

For the purposes of computing the diluted impact on earnings per share of the potential conversion of Preferred OP units into common shares, where the Company has the option to redeem in cash or shares as discussed in Note 15 and where the Company has stated the positive intent and ability to settle at least $115 million of the instrument in cash (or net settle a portion of the Preferred OP units against the related outstanding note receivable), only the amount of the instrument in excess of $115 million is considered in the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by paragraph 29 of FAS 128.

 

For the three months ended September 30, 2007 and 2006, options to purchase approximately 1,184,978 and 18,511 shares of common stock, and for the nine months ended September 30, 2007 and 2006, options to purchase approximately 256,506 and 66,560 shares of common stock, respectively, were excluded from the computation of earnings per share as their effect would have been anti-dilutive.

 

The computation of net income per share is as follows:

 

10



 

 

 

Three months ended

 

Nine months ended

 

 

 

September 30,

 

September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Net income available to common stockholders

 

$

9,828

 

$

4,307

 

$

24,993

 

$

8,137

 

Add:

 

 

 

 

 

 

 

 

 

Income allocated to minority interest - Preferred and Common Operating Partnership

 

869

 

306

 

1,768

 

585

 

Net income for diluted computations

 

$

10,697

 

$

4,613

 

$

26,761

 

$

8,722

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares oustanding:

 

 

 

 

 

 

 

 

 

Average number of common shares outstanding - basic

 

64,901,249

 

52,501,864

 

64,461,353

 

51,929,336

 

Operating Partnership units

 

4,025,332

 

3,737,579

 

4,025,332

 

3,796,384

 

Preferred Operating Partnership units

 

961,839

 

 

340,561

 

 

Dilutive stock options, restricted stock and CCS/CCU conversions

 

678,658

 

833,395

 

875,591

 

524,444

 

Average number of common shares outstanding - diluted

 

70,567,078

 

57,072,838

 

69,702,837

 

56,250,164

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.15

 

$

0.08

 

$

0.39

 

$

0.16

 

 

 

 

 

 

 

 

 

 

 

Diluted

 

$

0.15

 

$

0.08

 

$

0.38

 

$

0.16

 

 

4.                                      REAL ESTATE ASSETS

 

The components of real estate assets are summarized as follows:

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Land

 

$

442,882

 

$

361,569

 

Buildings and improvements

 

1,347,832

 

1,085,269

 

Intangible assets - tenant relationships

 

31,194

 

25,436

 

Intangible lease rights

 

6,150

 

3,400

 

 

 

1,828,058

 

1,475,674

 

Less: accumulated depreciation and amortization

 

(120,674

)

(93,619

)

Net operating real estate assets

 

1,707,384

 

1,382,055

 

Real estate under development

 

49,943

 

35,336

 

Net real estate assets

 

$

1,757,327

 

$

1,417,391

 

 

On August 3, 2007, the Company sold an undeveloped parcel of vacant land in Kendall, Florida for its book value of $1,999. There was no gain or loss recognized on the sale.

 

5.                                      PROPERTY ACQUISITIONS

 

The following table shows the Company’s acquisition of operating properties for the nine months ended September 30, 2007 and does not include purchases of raw land or improvements made to existing assets:

 

11



 

 

 

 

 

 

 

 

 

 

 

 

 

Net

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities /

 

 

 

Number of

 

 

 

 

 

 

 

Number of

 

Date of

 

Total

 

 

 

Loan

 

(Assets)

 

Value of OP

 

OP Units

 

 

 

 

 

Property Location(s)

 

Properties

 

Acquisition

 

Consideration

 

Cash Paid

 

Assumed

 

Assumed

 

Units Issued

 

Issued

 

Source of Acquisition

 

Notes

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Alabama (1), Colorado(1), Indiana (1), Missouri (3),New Mexico (1)

 

7

 

8/31/07

 

$

36,510

 

$

13,558

 

$

23,340

 

$

(388

)

$

 

 

Affiliated joint venture

 

 

 

Maryland

 

1

 

8/31/07

 

10,471

 

10,418

 

 

53

 

 

 

Affiliated joint venture

 

 

 

California

 

1

 

8/1/2007

 

14,686

 

4,915

 

 

5

 

9,766

 

80,905

 

Unrelated third party

 

(1

)

California

 

1

 

6/26/2007

 

11,216

 

196

 

2,822

 

1

 

8,197

 

61,398

 

Unrelated third party

 

(1

)

California (6) & Hawaii (2)

 

8

 

6/25/2007

 

126,623

 

11,154

 

 

1,933

 

113,536

 

847,677

 

Unrelated third party

 

(1

)

Georgia

 

3

 

6/14/2007

 

13,693

 

13,594

 

 

99

 

 

 

Unrelated franchisee

 

 

 

California

 

1

 

6/14/2007

 

18,703

 

867

 

14,062

 

(60

)

3,834

 

218,693

 

Unrelated third party

 

(2

)

Maryland

 

1

 

6/6/2007

 

14,942

 

8,128

 

6,834

 

(20

)

 

 

Unrelated third party

 

 

 

California

 

1

 

6/1/2007

 

4,020

 

4,036

 

 

(16

)

 

 

Unrelated third party

 

 

 

Florida

 

1

 

5/31/2007

 

8,975

 

8,882

 

 

93

 

 

 

Unrelated third party

 

 

 

California

 

1

 

5/24/2007

 

5,585

 

5,575

 

 

10

 

 

 

Unrelated third party

 

 

 

Maryland

 

1

 

4/17/2007

 

12,670

 

5,428

 

7,292

 

(50

)

 

 

Unrelated third party

 

 

 

Florida

 

1

 

3/27/2007

 

6,320

 

6,257

 

 

63

 

 

 

Unrelated franchisee

 

 

 

Maryland

 

1

 

1/11/2007

 

14,334

 

14,348

 

 

(14

)

 

 

Unrelated franchisee

 

 

 

Tennessee

 

1

 

1/5/2007

 

3,684

 

3,672

 

 

12

 

 

 

Unrelated franchisee

 

 

 

Arizona

 

1

 

1/2/2007

 

4,361

 

4,527

 

 

(166

)

 

 

Affiliated joint venture

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

31

 

 

 

$

306,793

 

$

115,555

 

$

54,350

 

$

1,555

 

$

135,333

 

1,208,673

 

 

 

 

 

 


Notes:

(1) - Preferred Operating Partnership Units

(2) - Common Operating Partnership Units

 

6.                                      INVESTMENTS IN REAL ESTATE VENTURES

 

Investments in real estate ventures consisted of the following:

 

 

 

Excess Profit

 

Equity

 

Investment balance at

 

 

 

Participation %

 

Ownership %

 

September 30, 2007

 

December 31, 2006

 

 

 

 

 

 

 

 

 

 

 

Extra Space West One LLC (“ESW”)

 

40

%

5

%

$

1,796

 

$

1,918

 

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

 

35

%

10

%

1,701

 

1,757

 

PRISA Self Storage LLC (“PRISA”)

 

17

%

2

%

12,791

 

13,393

 

PRISA II Self Storage LLC (“PRISA II”)

 

17

%

2

%

10,781

 

10,821

 

PRISA III Self Storage LLC (“PRISA III”)

 

20

%

5

%

4,436

 

4,534

 

VRS Self Storage LLC (“VRS”)

 

20

%

5

%

4,542

 

4,547

 

WCOT Self Storage LLC (“WCOT”)

 

20

%

5

%

5,236

 

5,287

 

Storage Portfolio I, LLC (“SP I”)

 

40

%

25

%

18,708

 

19,260

 

Storage Portfolio Bravo II (“SPB II”)

 

45

%

20

%

14,822

 

15,264

 

U-Storage de Mexico S.A. and related entities

 

30-40

%

30-40

%

4,958

 

 

Other minority owned properties

 

10-50

%

10-50

%

10,105

 

11,334

 

 

 

 

 

 

 

$

89,876

 

$

88,115

 

 

In these joint ventures, the Company and the joint venture partner generally receive a preferred return on their invested capital. To the extent that cash/profits in excess of these preferred returns are generated through operations or capital transactions, the Company would receive a higher percentage of the excess cash/profits than its equity interest.

 

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.   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.

 

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

 

12



 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of ESW

 

$

411

 

$

337

 

$

1,106

 

$

1,018

 

Equity in earnings of ESNPS

 

49

 

39

 

136

 

113

 

Equity in earnings of PRISA

 

166

 

138

 

521

 

394

 

Equity in earnings of PRISA II

 

153

 

110

 

430

 

334

 

Equity in earnings of PRISA III

 

86

 

35

 

220

 

88

 

Equity in earnings of VRS

 

67

 

43

 

190

 

119

 

Equity in earnings of WCOT

 

77

 

40

 

224

 

114

 

Equity in earnings of SP I

 

333

 

291

 

785

 

740

 

Equity in earnings of SPB II

 

189

 

210

 

560

 

599

 

Equity in earnings (losses) of U-Storage and related entities

 

(141

)

 

(221

)

 

Equity in earnings (losses) of other minority owned properties

 

(86

)

97

 

(258

)

47

 

 

 

$

1,304

 

$

1,340

 

$

3,693

 

$

3,566

 

 

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.  A decline in the market value of investment 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 September 30, 2007, the Company had $49,200 in highly-liquid auction rate securities (“ARS”), government and corporate bonds and variable rate demand notes classified as available-for-sale securities. Although these ARS 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.  The Company had no realized or unrealized gains or losses related to these securities during the three and nine months ended September 30, 2007. All income related to these investments was recorded as interest income. In accordance with the Company’s investment policy, the Company only invests in ARS with high credit quality issuers and limits the amount of investment exposure to any one issuer.

 

8.                                      OTHER ASSETS

 

The components of other assets are summarized as follows:

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Equipment and fixtures

 

$

11,918

 

$

11,083

 

Less: accumulated depreciation

 

(8,042

)

(6,564

)

Deferred financing costs, net

 

15,132

 

10,511

 

Prepaid expenses and deposits

 

5,240

 

5,139

 

Accounts receivable, net

 

7,192

 

9,373

 

Investments in Trusts

 

3,590

 

3,590

 

Other

 

223

 

224

 

 

 

$

35,253

 

$

33,356

 

 

9.                                      NOTES PAYABLE

 

The components of notes payable are summarized as follows:

 

13



 

 

 

September 30, 2007

 

December 31, 2006

 

Fixed Rate

 

 

 

 

 

Mortgage and construction loans with banks bearing interest at fixed rates between 4.65% and 8.33%. 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 January 1, 2023.

 

$

810,009

 

$

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 are between LIBOR plus 0.65% (5.77% and 6.01% at September 30, 2007 and December 31, 2006, respectively) and LIBOR plus 2.00% (7.12% and 7.35% at September 30, 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 December 31, 2008 and March 1, 2011.

 

92,921

 

85,073

 

 

 

 

 

 

 

 

 

$

902,930

 

$

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 September 30, 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 0.65%. 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 September 30, 2007 and December 31, 2006 was reflected as an other liability of $896 and $1,925, respectively. The Company recorded additional interest expense relating to the Swap Agreement of $273 and $258 for the three months ended September 30, 2007 and 2006, respectively. Interest expense was increased by $798 and $540 for the nine months ended September 30, 2007 and 2006, respectively.

 

On August 31, 2007, as part of the acquisition of our partner’s joint venture interest in seven properties, the Company assumed an interest rate cap agreement related to the assumption of the loan on these properties. The Company has designated the  interest rate cap agreement as a cash flow hedge of the interest payments resulting from an increase in the interest rate above the rates designated in the interest rate cap agreement. The interest rate cap agreement will allow increases in interest payments based on an increase in the LIBOR rate above the capped rates (5.19% from 1/1/07 to 12/31/07 and 5.48% from 1/1/08 to 12/31/08) on $23,340 of floating rate debt to be offset by the value of the interest rate cap agreement. The Company is in the process of valuing the hedge as part of the purchase accounting and related allocation for the seven properties.

 

10.                               NOTES PAYABLE TO TRUSTS

 

During July 2005, ESS Statutory Trust III (the “Trust III”), a newly formed Delaware statutory trust and a wholly-owned, unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $40.0 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

 

14



 

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.

 

11.                               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 $5.7 million. These costs are being amortized as an adjustment to interest expense over five years, which represents the estimated term of the Notes, and are included in other assets, net in the Condensed Consolidated Balance Sheet as of September 30, 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 Company has considered whether the exchange settlement feature represents an embedded derivative within the debt instrument under the guidance of FAS 133 Accounting for Derivative Instruments and Hedging Activities,  EITF 90-19 Convertible Bonds with Issuer Option to Settle for Cash Upon Conversion, and EITF 01-6 The Meaning of “Indexed to a Company’s Own Stock” that would require bifurcation (i.e., separate accounting).  The Company has concluded that the exchange settlement feature has satisfied the exemption in SFAS 133 because it is indexed to the Company’s own stock and would otherwise be classified in stockholders equity, among other considerations.  Accordingly, the Notes are presented as a single debt instrument (often referred to as “Instrument C” in EITF 90-19) in accordance with APB 14 Accounting for Convertible Debt and Debt Issued with Stock Purchase Warrants due to the inseparability of the debt and the conversion feature.

 

15



 

12.                               LINE OF CREDIT

 

The Company, as guarantor, and its Operating Partnership had entered into a $100.0 million revolving line of credit in September 2004, which included a $10.0 million swingline subfacility (the “Credit Facility”). The Credit Facility had an interest rate of 175 basis points over LIBOR (6.87% and 7.10% at September 30, 2007 and December 31, 2006, respectively), and was collateralized by mortgages on certain real estate assets. No amounts were outstanding on the line of credit at September 30, 2007 or December 31, 2006. The Credit Facility expired on September 30, 2007.

 

On October 19, 2007, the Company entered into a new $100.0 million revolving line of credit (the “Credit Line”). The Company intends to use the proceeds of the Credit Line for general corporate purposes. The Credit Line has an interest rate of between 100 and 250 basis points over LIBOR, depending on certain financial ratios of the Company. The Credit Line is collateralized by mortgages on certain real estate assets. As of the closing date, the Credit Line had approximately $97 million of capacity based on the assets collateralizing the Credit Line. The Credit Line matures October 31, 2010.

 

13.                               OTHER LIABILITIES

 

The components of other liabilities are summarized as follows:

 

 

 

September 30, 2007

 

December 31, 2006

 

 

 

 

 

 

 

Deferred rental income

 

$

11,622

 

$

9,224

 

Security deposits

 

401

 

291

 

SUSA lease obligation liability

 

2,655

 

2,838

 

Fair value of interest rate swap

 

896

 

1,925

 

Other miscellaneous liabilities

 

2,842

 

2,956

 

 

 

$

18,416

 

$

17,234

 

 

14.                               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 generally provide 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:

 

 

 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

Entity

 

Type

 

2007

 

2006

 

2007

 

2006

 

 

 

 

 

 

 

 

 

 

 

 

 

ESW

 

Affiliated real estate joint ventures

 

$

110

 

$

103

 

$

328

 

$

307

 

ESNPS

 

Affiliated real estate joint ventures

 

113

 

110

 

329

 

316

 

PRISA

 

Affiliated real estate joint ventures

 

1,273

 

1,289

 

3,868

 

3,780

 

PRISA II

 

Affiliated real estate joint ventures

 

1,052

 

1,038

 

3,142

 

3,056

 

PRISA III

 

Affiliated real estate joint ventures

 

475

 

476

 

1,417

 

1,384

 

VRS

 

Affiliated real estate joint ventures

 

292

 

285

 

860

 

838

 

WCOT

 

Affiliated real estate joint ventures

 

387

 

373

 

1,155

 

1,096

 

SP I

 

Affiliated real estate joint ventures

 

319

 

309

 

945

 

910

 

SPB II

 

Affiliated real estate joint ventures

 

254

 

260

 

770

 

777

 

Extra Space Development ("ESD")

 

Related party

 

193

 

129

 

548

 

333

 

Various

 

Franchisees, third parties and other

 

701

 

985

 

2,158

 

2,900

 

 

 

 

 

$

5,169

 

$

5,357

 

15,520

 

15,697

 

 

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

 

16



 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

Type

 

2007

 

2006

 

2007

 

2006

 

Affiliated real estate joint ventures

 

$

97

 

$

16

 

$

334

 

$

163

 

Related party

 

 

31

 

 

109

 

 

 

$

97

 

$

47

 

$

334

 

$

272

 

 

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 $225 and $185 for the three months ended September 30, 2007 and 2006, respectively, and $680 and $549 for the nine months ended September 30, 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:

 

 

 

September 30, 2007

 

December 31, 2006

 

Receivables:

 

 

 

 

 

Development fees

 

$

2,562

 

$

2,633

 

Other receivables from properties

 

6,885

 

13,247

 

 

 

$

9,447

 

$

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 September 30, 2007 or December 31, 2006.

 

15.                               MINORITY INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP UNITS

 

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

 

On June 25 and 26, 2007, nine of the ten properties were contributed to the Operating Partnership in exchange for consideration totaling $137.8 million. Preferred OP units totaling 909,075, with a value of $121.7 million, were issued along with the assumption of approximately $14.2 million of third-party debt, of which $11.4 million was paid off at close. The final property was contributed on August 1, 2007 in exchange for consideration totaling $14.7 million. 80,905 Preferred OP Units with a value of $9.8 million were issued along with $4.9 million of cash.

 

On June 25, 2007, the Company loaned the holders of the Preferred OP Units $100.0 million. The note receivable bears interest at 4.85%, and is due September 1, 2017. The loan is secured by the borrower’s Preferred OP Units. The holders of the Preferred OP Units can convert up to 114,500 Preferred OP Units prior to the maturity date of the loan. If any redemption in excess of  114,500 Preferred OP Units occurs prior to the maturity date, the holder of the Preferred OP Unit is required to repay the loan as of the date of that Preferred OP Unit redemption. Preferred OP Units are shown on the balance sheet net of the $100.0 million loan under the guidance in EITF No. 85-1, Classifying Notes Receivable for Capital because the borrower under the loan receivable is also the holder of the Preferred OP Units.

 

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

 

Per the Partnership Agreement, Preferred OP Units in the amount of $115.0 million bear a fixed priority return of 5% and have a fixed liquidation value of $115.0 million. The remaining balance will participate in distributions with and have a

 

17



 

liquidation value equal to that of the common Operating Partnership units. The Preferred OP Units will be redeemable at the option of the holder on or after September 1, 2008, which redemption obligation may be satisfied, at the Company’s option, in cash or shares of its common stock.

 

At issuance, in accordance with SFAS 133: Accounting for Derivative Instruments and Hedging Activities, SFAS 150: Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity,  EITF 00-19: Accounting for Derivative Financial Instruments Indexed to, and Potentially Settled in, a Company’s Own Stock,  EITF Topic D-109: Determining the Nature of a Host Contract Related to a Hybrid Financial Instrument Issued in the Form of a Share under FASB Statement No. 133: and Accounting Series Release  (“ASR”) No. 268: Presentation in Financial Statements of “Redeemable Preferred Stocks, from inception through September 28, 2007 (the date of the amendment discussed below), the Preferred OP Units were classified as a hybrid instrument such that the value of the units associated with the fixed return were classified in mezzanine after total liabilities on the balance sheet and before stockholders’ equity. The remaining balance that participates in distributions equal to that of common OP Units had been identified as an embedded derivative and had been classified as a liability on the balance sheet and recorded at fair value on a quarterly basis with any adjustment being recorded to the income statement. For the three and nine months ended September 30, 2007, the fair value adjustment associated with the embedded derivative was $1,054.

 

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

 

16.                               MINORITY INTEREST IN OPERATING PARTNERSHIP

 

The Company’s interest in its properties is held through the Operating Partnership. ESS Holding Business Trust I, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The Company, through ESS Holding Business Trust II, a wholly owned subsidiary of the Company, is also a limited partner of the Operating Partnership. Between its general partner and limited partner interests, the Company held a 92.86%  majority ownership interest therein as of September 30, 2007. The remaining ownership interests in the Operating Partnership (including Preferred OP Units) of 7.14% are held by certain former owners of assets acquired by the Operating Partnership, which includes a director and certain officers of the Company.

 

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

 

As of September 30, 2007, the Operating Partnership had 4,032,577 and 154,109 OP Units and CCUs outstanding, respectively.

 

Unlike the OP Units, CCUs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 early-stage lease-up properties, all or a portion of the CCUs will be automatically converted into OP Units. Initially, each CCU will be convertible on a one-for-one basis into OP Units, subject to customary anti-dilution adjustments. Beginning with the quarter ended March 31, 2006, and ending with the quarter ending December 31, 2008, the Company will calculate the net operating income from the 14 wholly-owned 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 OP 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

 

18



 

any CCUs remain 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 September 30, 2007, there were 45,937 CCUs converted to OP Units. Based on the performance of the properties as of September 30, 2007, an additional 24,677 CCUs became eligible for conversion. The board of directors approved the conversion of these CCUs on November 1, 2007 as per the Company’s charter, and the units were issued on November 5, 2007.

 

17.                               STOCKHOLDERS’ EQUITY

 

On September 28, 2007, in connection with an amendment to the Contribution Agreement (see Note 15) the Company amended its charter to increase the authorized number of shares of common stock of the Company from 200,000,000 to 300,000,000. The Company’s charter now provides that it can issue up to 300,000,000 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. As of September 30, 2007, 65,276,108 shares of common stock were issued and outstanding, 2,995,845 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 CCSs remain 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 September 30, 2007, there were 892,998 CCSs converted to common stock. Based on the performance of the properties as of September 30, 2007, an additional 479,730 CCSs became eligible for conversion. The board of directors approved the conversion of these CCSs on November 1, 2007 as per the Company’s charter, and the shares were issued on November 5, 2007.

 

On October 29, 2007, the Company’s Board of Directors approved an increase in the Company’s annual dividend to $1.00 per common share to be paid quarterly at the rate of $0.25 per common share starting in the fourth quarter of 2007.

 

18.                               STOCK-BASED COMPENSATION

 

Options

 

The Company has the following two stock option plans under which shares were available for grant at September 30, 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 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

 

19



 

Committee at the time of grant, stock options vest ratably over a four-year periodbeginning on the date of grant.

 

The following assumptions were used to estimate the fair value of options granted during the nine months ended September 30, 2007 and 2006 using the Black-Scholes option-pricing model:

 

 

 

Nine Months Ended September 30,

 

 

 

2007

 

2006

 

 

 

 

 

 

 

Expected volatility

 

24

%

24

%

Dividend yield

 

5.8

%

6.4

%

Risk-free interest rate

 

4.2

%

4.6

%

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 forfeiture rate, which is estimated at a weighted average of 20.65% of unvested options outstanding as of September 30, 2007, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

 

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
September 30, 2007

 

Outstanding at December 31, 2006

 

2,564,563

 

$

13.92

 

 

 

 

 

Granted

 

418,000

 

18.51

 

 

 

 

 

Exercised

 

(99,290

)

13.55

 

 

 

 

 

Forfeited

 

(161,609

)

14.56

 

 

 

 

 

Outstanding at September 30, 2007

 

2,721,664

 

$

14.55

 

7.54

 

$

3,757,019

 

 

 

 

 

 

 

 

 

 

 

Vested and Expected to Vest

 

2,085,677

 

$

14.28

 

7.41

 

$

3,192,279

 

Ending Exercisable

 

1,345,343

 

$

13.59

 

7.04

 

$

2,522,751

 

 

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 third 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 September 30, 2007. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

 

The Company recorded compensation expense relating to outstanding options of $252 and $187 for the three months ended September 30, 2007 and 2006, respectively, and $670 and $637 for the nine months ended September 30, 2007 and 2006, respectively. The Company received cash from the exercise of options of $306 and $871 for the three months ended September 30, 2007 and 2006, respectively, and $1,339 and $1,029 for the nine months ended September 30, 2007 and 2006, respectively. At September 30, 2007, there was $1,219 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 2.11 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 September 30, 2007, noted above does not necessarily represent the expense that will ultimately be realized by the Company in the Statement of Operations.

 

Common Stock Granted to Employees

 

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

 

20



 

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 compensation expense relating to outstanding shares of common stock granted to employees of $485 and $174 for the three months ended September 30, 2007 and 2006, respectively, and $941 and $740 for the nine months ended September 30, 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 December 31, 2006

 

156,300

 

$

15.94

 

Granted

 

119,329

 

18.21

 

Released

 

(57,875

)

15.69

 

Cancelled

 

(2,607

)

18.70

 

Unreleased at September 30, 2007

 

215,147

 

$

17.26

 

 

19.                               SEGMENT INFORMATION

 

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

 

 

 

September 30, 2007

 

December 31, 2006

 

Balance Sheet

 

 

 

 

 

Investment in real estate ventures

 

 

 

 

 

Rental operations

 

$

89,876

 

$

88,115

 

 

 

 

 

 

 

Total assets

 

 

 

 

 

Property management, acquisition and development

 

$

324,056

 

$

223,402

 

Rental operations

 

1,695,519

 

1,446,423

 

 

 

$

2,019,575

 

$

1,669,825

 

 

21



 

 

 

Three months ended September 30,

 

Nine months ended September 30,

 

 

 

2007

 

2006

 

2007

 

2006

 

Statement of Operations

 

 

 

 

 

 

 

 

 

Total revenues

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

8,617

 

$

6,506

 

$

24,320

 

$

19,212

 

Rental operations

 

55,209

 

44,682

 

149,832

 

125,877

 

 

 

$

63,826

 

$

51,188

 

$

174,152

 

$

145,089

 

 

 

 

 

 

 

 

 

 

 

Operating expenses, including depreciation and amortization

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

11,217

 

$

9,020

 

$

32,626

 

$

28,959

 

Rental operations

 

29,895

 

25,641

 

81,460

 

73,581

 

 

 

$

41,112

 

$

34,661

 

$

114,086

 

$

102,540

 

 

 

 

 

 

 

 

 

 

 

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

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(2,600

)

$

(2,514

)

$

(8,306

)

$

(9,747

)

Rental operations

 

25,314

 

19,041

 

68,372

 

52,296

 

 

 

$

22,714

 

$

16,527

 

$

60,066

 

$

42,549

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

(376

)

$

(297

)

$

(940

)

$

(683

)

Rental operations

 

(15,703

)

(13,132

)

(43,972

)

(37,515

)

 

 

$

(16,079

)

$

(13,429

)

$

(44,912

)

$

(38,198

)

 

 

 

 

 

 

 

 

 

 

Interest income

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

1,821

 

$

175

 

$

6,937

 

$

805

 

 

 

 

 

 

 

 

 

 

 

Interest income on note receivable from Preferred Unit holder

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

1,280

 

$

 

$

1,280

 

$

 

 

 

 

 

 

 

 

 

 

 

Fair value adjustment of obligation associated with Preferred Partnership units

 

 

 

 

 

 

 

 

 

Property management, acquisition and development

 

$

1,054

 

$

 

$

1,054<