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, 2006
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)

 

 

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 o

Accelerated filer x

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 November 2, 2006 was 64,153,535.

 

 

 

EXTRA SPACE STORAGE INC.

TABLE OF CONTENTS

STATEMENT ON FORWARD LOOKING INFORMATION
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
ITEM 4. CONTROLS AND PROCEDURES
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
ITEM 1A. RISK FACTORS
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
SIGNATURES

 

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 would cause rents and occupancy rates to decline;

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

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

·                  the impact of the regulatory environment as well as national, state, and local laws and regulations including, without limitation, those governing Real Estate Investment Trusts, which could increase our expenses and reduce our cash available for distribution;

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

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

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

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PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

Extra Space Storage Inc.
Condensed Consolidated Balance Sheets
(in thousands, except share data)

		September 30, 2006			December 31, 2005
		(unaudited)
Assets:
Real estate assets:
Net operating real estate assets		$	1,333,901		$	1,201,959
Real estate under development		36,343			10,719
Net real estate assets		1,370,244			1,212,678
Investments in real estate ventures		89,695			90,898
Cash and cash equivalents		151,686			28,653
Restricted cash		16,955			18,373
Receivables from related parties and affiliated real estate joint ventures		7,064			23,683
Notes receivable		1,688			12,109
Other assets, net		31,204			33,798
Total assets		$	1,668,536		$	1,420,192
Liabilities, Minority Interests, and Stockholders’ Equity:
Notes payable		$	825,604		$	747,193
Notes payable to trusts		119,590			119,590
Line of credit		—			—
Accounts payable and accrued expenses		6,776			13,261
Other liabilities		29,952			23,785
Total liabilities		981,922			903,829
Minority interest in Operating Partnership		35,304			36,010
Other minority interests		225			225
Commitments and contingencies
Stockholders’ equity:
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued or outstanding		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized, 64,151,274 and 51,765,795 shares issued and outstanding at September 30, 2006 and December 31, 2005, respectively		642			518
Paid-in capital		821,852			626,123
Deferred stock compensation		—			(2,374		)
Accumulated deficit		(171,409		)	(144,139		)
Total stockholders’ equity		651,085			480,128
Total liabilities, minority interests, and stockholders’ equity		$	1,668,536		$	1,420,192

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Extra Space Storage Inc.
Condensed Consolidated Statements of Operations
(in thousands, except share data)
(unaudited)

		Three months ended						Nine months ended
		September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Revenues:
Property rental		$	44,682		$	36,245		$	125,877		$	82,286
Management and franchise fees		5,357			4,563			15,697			5,331
Tenant insurance		716			863			2,608			863
Development fees		47			367			272			896
Other income		386			308			635			429
Total revenues		51,188			42,346			145,089			89,805
Expenses:
Property operations		16,613			13,366			46,603			31,285
Tenant insurance		284			513			1,506			513
Unrecovered development/acquisition costs		(87		)	9			255			284
General and administrative		8,598			9,591			26,590			15,888
Depreciation and amortization		9,253			9,535			27,586			21,478
Total expenses		34,661			33,014			102,540			69,448
Income before interest, minority interest and equity in earnings of real estate ventures		16,527			9,332			42,549			20,357
Interest expense		(13,429		)	(14,588		)	(38,198		)	(28,320		)
Interest income		175			789			805			865
Minority interest - Operating Partnership		(306		)	253			(585		)	419
Equity in earnings of real estate ventures		1,340			1,355			3,566			1,960
Net income (loss)		$	4,307		$	(2,859	)	$	8,137		$	(4,719	)
Net income (loss) per common share
Basic		$	0.08		$	(0.08	)	$	0.16		$	(0.14	)
Diluted		$	0.07		$	(0.08	)	$	0.13		$	(0.14	)
Weighted average number of shares
Basic		52,501,864			37,465,700			$	51,929,336		33,544,089
Diluted		57,072,838			37,465,700			56,250,164			33,544,089
Cash dividends paid per common share		$	0.23		$	0.23		$	0.68		$	0.68

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Extra Space Storage Inc.
Condensed Consolidated Statement of Stockholders’ Equity
(in thousands, except share data)
(unaudited)

		Common Stock					Paid-in			Deferred			Accumulated			Total Stockholders’
		Shares		Par Value			Capital			Compensation			Deficit			Equity
Balances at December 31, 2005		51,765,795		$	518		$	626,123		$	(2,374	)	$	(144,139	)	$	480,128
Reclassification of deferred compensation upon adoption of SFAS 123R		—		—			(2,374		)	2,374			—			—
Issuance of common stock, net of offering costs		12,075,000		121			194,780			—			—			194,901
Issuance of common stock upon the exercise of options		91,979		1			564			—			—			565
Issuance of common stock to members of board		12,000		—			—			—			—			—
Restricted stock grants issued		32,500		—			—			—			—			—
Restricted stock grants cancelled		(26,000	)	—			—			—			—			—
Compensation expense related to stock-based awards		—		—			1,377			—			—			1,377
Conversion of Operating Partnership units for common stock		200,000		2			1,809			—			—			1,811
Other adjustments		—		—			(427		)	—			—			(427		)
Net income		—		—			—			—			8,137			8,137
Dividends paid on common stock		—		—			—			—			(35,407		)	(35,407		)
Balances at September 30, 2006		64,151,274		$	642		$	821,852		$	—		$	(171,409	)	$	651,085

 

See accompanying notes to unaudited condensed consolidated financial statements.

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Extra Space Storage Inc.
Condensed Consolidated Statements of Cash Flows
(in thousands)
(unaudited)

		Nine months ended
		September 30, 2006			September 30, 2005
Cash flows from operating activities:
Net income (loss)		$	8,137		$	(4,719	)
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Depreciation and amortization		27,586			21,478
Amortization of deferred stock compensation		—			416
Stock compensation expense		1,377			—
Gain (loss) allocated to minority interests		585			(419		)
Distributions from real estate ventures in excess of earnings		3,423			769
Accrued interest on notes receivable		—			(539		)
Changes in operating assets and liabilities:
Receivables from related parties		16,619			(26,109		)
Other assets		5,718			(2,746		)
Accounts payable		(6,485		)	(238		)
Other liabilities		3,756			(556		)
Net cash provided by (used in) operating activities		60,716			(12,663		)
Cash flows from investing activities:
Acquisition of real estate assets		(127,826		)	(74,438		)
Acquisition of Storage USA		—			(528,700		)
Development and construction of real estate assets		(26,301		)	(3,737		)
Proceeds from sale of real estate assets		728			—
Investments in real estate ventures		(5,104		)	(1,740		)
Change in restricted cash		1,451			(7,836		)
Principal payments received on notes receivable		123			208
Purchase of equipment and fixtures		(1,217		)	(1,833		)
Net cash used in investing activities		(158,146		)	(618,076		)
Cash flows from financing activities:
Proceeds from notes payable, notes payable to trusts and line of credit		129,126			651,589
Principal payments on notes payable and line of credit		(65,213		)	(86,691		)
Deferred financing costs		(899		)	(7,159		)
Minority interest investments		—			225
Redemption of Operating Partnership units held by minority interest		—			(865		)
Proceeds from issuance of common shares, net		194,901			81,330
Net proceeds from exercise of stock options		565			—
Dividends paid on common stock		(35,407		)	(22,808		)
Distributions to Operating Partnership units held by minority interests		(2,610		)	(2,118		)
Net cash provided by financing activities		220,463			613,503
Net increase (decrease) in cash and cash equivalents		123,033			(17,236		)
Cash and cash equivalents, beginning of the period		28,653			24,329
Cash and cash equivalents, end of the period		$	151,686		$	7,093

 

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		Nine months ended
		September 30, 2006			September 30, 2005
Supplemental schedule of cash flow information
Interest paid, net of amounts capitalized		$	35,379		$	22,672
Supplemental schedule of noncash investing and financing activities:
Acquisitions:
Real estate assets		$	27,091		$	58,217
Notes payable		$	(10,878	)	$	(10,260	)
Notes receivable		$	(10,298	)	$	—
Accounts payable and other liabilities		$	—		$	(26,405	)
Investment in real estate ventures		$	(2,785	)	$	—
Minority interest in Operating Partnership		$	(3,130	)	$	(21,552	)
Restricted stock grants to employees		$	—		$	2,975
Conversion of Operating Partnership units held by minotiry interests for common stock		$	1,811		$	3,450

 

See accompanying notes to unaudited condensed consolidated financial statements.

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

1.     ORGANIZATION

Extra Space Storage Inc. (the “Company”) is a fully-integrated, self-administered and self-managed real estate investment trust (“REIT”), formed as a Maryland corporation on April 30, 2004 to own, operate, manage, acquire and develop self-storage facilities located throughout the United States. The Company continues the business of Extra Space Storage LLC (“ESS LLC”) and its subsidiaries (the “Predecessor”), 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 by acquiring an equity interest in real estate entities. At September 30, 2006, the Company had direct and indirect equity interests in 561 storage facilities located in 32 states and Washington, D.C.

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

2.     BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated financial statements of the Company have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three and nine months ended September 30, 2006 are not necessarily indicative of results that may be expected for the year ended December 31, 2006. The Condensed Consolidated Balance Sheet as of December 31, 2005, 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, 2005 as filed with the Securities and Exchange Commission (“SEC”).

3.     STOCK-BASED COMPENSATION

Effective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”), which requires the measurement and recognition of compensation expense for all share-based payment awards to employees and directors based on estimated fair values. SFAS 123R supersedes SFAS No. 123, “Accounting for Stock-Based Compensation” and Accounting Principles Board Opinion No. 25, “Accounting for Stock Issued to Employees” (“APB 25”). The Company adopted SFAS 123R using the modified prospective application method of adoption which requires the Company to record compensation cost related to non-vested stock awards as of December 31, 2005 by recognizing the unamortized grant date fair value of these awards over their remaining service period with no change in historical reported earnings. Awards granted after December 31, 2005 are valued at fair value in accordance with provisions of SFAS 123R and recognized on a straight line basis over the service periods of each award. The forfeiture rate, which is estimated at a weighted average of 15.4% of unvested options outstanding as of September 30, 2006, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous estimate.

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

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to its stock-based compensation. The Company’s net loss and net loss per share for the three and nine months ended September 30, 2005 would have been greater if compensation cost related to stock options had been recorded in the financial statements based on fair value at the grant dates.

Options

The Company has the following two stock option plans under which shares were available for grant at September 30, 2006: the 2004 Long-Term Incentive Compensation Plan, and the 2004 Non-Employee Directors’ Share Plan. Under the terms of the plans, the exercise price of an option shall be determined by the Compensation, Nominating and Governance Committee and reflected in the applicable award agreement. 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 (or five years in the case of an incentive stock option granted to a 10% stockholder, if permitted under the plans). Options are exercisable at such times and subject to such terms as determined by the Compensation, Nominating and Governance Committee, but under no circumstances may an option be exercised if such exercise would cause a violation of the ownership limit in the Company’s charter. Unless otherwise determined by the Compensation, Nominating and Governance Committee at the time of grant, such stock options shall vest ratably over a four-year period beginning on the date of grant. The Company recorded $187 and $637, respectively, of compensation expense relating to outstanding options during the three and nine months ended September 30, 2006. No compensation expense was recorded related to outstanding options during the three and nine months ended September 30, 2005.

The following assumptions were used to estimate the fair value of options granted during the three and nine months ended September 30, 2006 and 2005 using the Black-Scholes option-pricing model:

		Three Months Ended				Nine Months Ended
		September 30, 2006		September 30, 2005		September 30, 2006		September 30, 2005
Expected volatility		24	%	23	%	24	%	24	%
Dividend yield		6.3	%	6.9	%	6.4	%	6.9	%
Risk-free interest rate		4.8	%	3.9	%	4.6	%	4.2	%
Average expected term (years)		5		5		5		5

 

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

The following table summarizes the Company’s activities with respect to its stock option plans for the nine months ended September 30, 2006:

Options		Number of Shares		Weighted-Average Exercise Price Per Share			Weighted-Average Remaining Contractual Term		Aggregate Intrinsic Value
Outstanding at January 1, 2006		3,032,398		$	13.89
Granted		168,677		15.45
Exercised		(91,979	)	12.98
Cancelled		(270,037	)	14.94
Outstanding at September 30, 2006		2,839,059		$	14.04		8.43		$	10,321
Vested and expected to vest in future at September 30, 2006		2,839,059		$	14.04		8.43		$	10,321
Exercisable at September 30, 2006		752,541		$	13.56		8.22		$	3,236

 

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 2006 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, 2006. The amount of aggregate intrinsic value will change based on the fair market value of the Company’s stock.

The aggregate intrinsic value of options exercised during the three and nine months ended September 30, 2006 was $761 and $881, respectively. Exercise of options during the three and nine months ended September 30, 2006 resulted in cash receipts of $871 and $1,029, respectively. There were no options exercised during the three and nine months ended September 30, 2005.

Common Stock Granted to Employees

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In July, June and April 2006 and during July 2005, the Company granted 11,500, 15,000, 6,000 and 190,000 shares, respectively, of common stock to certain employees, without monetary consideration under the Company’s 2004 Long-Term Incentive Compensation Plan. At the date of the grant, the recipient had all rights of a stockholder including the right to vote and receive dividends subject to restrictions on transfers and forfeiture provisions. The forfeiture and transfer restriction on the shares lapse over a two to four year period beginning on the date of grant. The Company recorded approximately $174 and $740 of compensation expense related to outstanding shares of common stock granted to employees during the three and nine months ended September 30, 2006,  respectively.  During the three and nine months ended September 30, 2005, the Company recorded $416 of compensation expense related to outstanding shares of common stock granted to employees.

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 for the nine months ended September 30, 2006 was as follows:

		Shares		Weighted-Average
Nonvested at January 1, 2006		173,750		$	15.66
Granted		32,500		15.90
Vested		(46,250	)	15.68
Cancelled		(26,000	)	15.66
Nonvested at September 30, 2006		134,000		$	15.70

 

At September 30, 2006, there was $1,924 of total unrecognized compensation expense related to shares granted to employees under the Company’s 2004 Long-Term Incentive Compensation Plan. That cost is expected to be recognized over a weighted-average period of 2.4 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, 2006 noted above does not necessarily represent the expense that will ultimately be realized by the Company in the Statement of Operations. Unrecognized compensation expense related to non-vested shares of restricted common stock awards granted to employees was recorded as deferred compensation in stockholder’s equity at December 31, 2005. As part of the adoption of SFAS 123R, $2,374 of unrecognized compensation expense was reclassified as a component of paid-in capital.

Other Grants

On May 15, 2006, the Company’s Board of Directors approved the issuance of 12,000 shares of common stock with a market value of $183 to certain of its directors for services.  The Company recorded stock compensation expense in general and administrative expense in its statements of operations for the aggregate market value of the stock at the date of grant.

Summary

As a result of adopting SFAS 123R, the net income set forth in the Unaudited Condensed Consolidated Financial Statements of Operations for the three and nine months ended September 30, 2006, was $187 and $637 lower, respectively, than if the Company had continued to account for stock-based compensation under APB 25. Pro forma net loss as if the fair value based method had been applied to all awards for the three and nine months ended September 30, 2005 is as follows:

		Three months ended September 30, 2005			Nine months ended September 30, 2005
Net loss as reported		$	(2,859	)	$	(4,719	)
Add: Stock-based employee compensation expense included in reported net loss		416			416
Deduct: Stock-based compensation expense determined under fair value method for all awards		(612		)	(834		)
Pro forma net loss		$	(3,055	)	$	(5,137	)
Net loss per share - basic and diluted
Basic and diluted - as reported		$	(0.08	)	$	(0.14	)
Basic and diluted - pro forma		$	(0.08	)	$	(0.15	)

 

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4.     NET INCOME (LOSS) PER SHARE

Basic earnings (loss) per common share is computed by dividing the net income (loss) by the weighted average common shares outstanding, less non-vested restricted stock. Diluted earnings (loss) per common share measures the performance of the Company over the reporting period while giving effect to all potential common shares that were dilutive and outstanding during the period. The denominator includes the number of additional common shares that would have been outstanding if the potential common shares that were dilutive had been issued and is calculated using the treasury stock method. Potential common shares are securities (such as options, warrants, convertible debt, and convertible Operating Partnership units) that do not have a current right to participate in earnings but could do so in the future by virtue of their option or conversion right. In computing the dilutive effect of convertible securities, net income or loss is adjusted to add back any changes in earnings (loss) 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 (loss) per share, only potential common shares that are dilutive, those that reduce earnings per share, are included. Since the Company generated a loss for the three and nine months ended September 30, 2005, the impact of inclusion of the potential conversion of securities into common shares is anti-dilutive and therefore diluted earnings per share is the same as basic earnings per share. No options, OP units or unvested restricted stock were included in the computation of diluted net loss attributable to common stockholders per share for the three and nine months ended September 30, 2005.  For the three and nine months ended September 30, 2006, 775,247 and 485,260 of options outstanding and 3,737,579 and 3,796,384 of OP units were dilutive, respectively.

5.     REAL ESTATE ASSETS

The components of real estate assets are summarized as follows:

		September 30, 2006			December 31, 2005
Land		$	348,486		$	304,892
Buildings and improvements		1,041,670			929,745
Intangible assets - tenant relationships		24,851			22,174
Intangible lease rights		3,400			3,400
		1,418,407			1,260,211
Less: accumulated depreciation and amortization		(84,506		)	(58,252		)
Net operating real estate assets		1,333,901			1,201,959
Real estate under development		36,343			10,719
Net real estate assets		$	1,370,244		$	1,212,678

 

On January 30, 2006, the Company sold an excess parcel of vacant land in Lanham, Pennsylvania for $728. There was no gain or loss recognized on the sale.

6.     PROPERTY ACQUISITIONS

On September 1, 2006, the Company purchased one self-storage facility located in Parker, Colorado from a third party for cash of $5,360 and assumed net liabilities of $59.

On September 1, 2006, the Company acquired one self-storage facility located in Rockville, Maryland from a franchisee for cash of $13,094, assumed net assets of $116 and issued 182,828 Operating Partnership units valued at $3,130.

On August 10, 2006, the Company purchased one self-storage facility located in Rowlette, Texas from a third party for cash of $3,715 and assumed net liabilities of $49.

On August 8, 2006, the Company acquired one self-storage facility located in Alpharetta, Georgia from a franchisee for cash of $2,123, assumed a note payable of $2,952 and assumed net liabilities of $62.

On July 28, 2006, the Company purchased one self-storage facility located in Lancaster, California from a third party for cash of $7,260 and assumed net liabilities of $20.

On June 30, 2006, the Company purchased one self-storage facility located in Phoenix, Arizona from a third party for cash of $4,100.

On May 18, 2006, the Company acquired its partner’s joint venture interest in a property located in Peoria, Arizona for cash

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of $1,071.

On May 4, 2006, the Company purchased one self-storage facility located in Dallas, Texas from a franchisee for cash of $14,521.

On May 1, 2006, the Company purchased one self-storage facility located in North Hollywood, California from Extra Space Development, which is a related party, owned by certain members of the Company’s management team and a director, for cash of $12,403 and assumed net liabilities of $97.  The independent members of the Company’s board of directors approved this acquisition after obtaining two independent appraisals.

On April 12, 2006, the Company completed a transaction with joint venture entities in which the Company held partnership interests.  The Company purchased five properties located in Kansas, Tennessee and Texas, and sold its joint venture interest in three properties located in Texas. The joint ventures were dissolved and proceeds were distributed to joint venture partners. As part of this transaction, the Company also received payment on notes receivable relating to these properties.  The Company paid cash of $3,020, settled franchise notes receivable of $10,298, assumed a note payable of $7,926 and net liabilities of $340.  No gain or loss was recognized on this transaction.

On March 30, 2006, the Company purchased one self-storage facility located in Bensalem, Pennsylvania from a third party for cash of $3,814.

On February 15, 2006, the Company purchased three self-storage facilities located in Lakewood and Tacoma, Washington from a third party for cash of $17,866.

On January 17, 2006, the Company purchased one self-storage facility located in Dacula, Georgia from a franchisee for cash of $5,148.

On January 13, 2006, the Company purchased one self-storage facility located in Venice, Florida from a franchisee for cash of $8,003.

On January 6, 2006, the Company purchased one self-storage facility located in Deland, Florida from a franchisee for cash of $5,414.

7.     INVESTMENTS IN REAL ESTATE VENTURES

Investments in real estate ventures at September 30, 2006 and December 31, 2005 consisted of the following:

		Excess Profit		Equity		Investment balance at
		Participation %		Ownership %		September 30, 2006			December 31, 2005
Extra Space West One LLC (“ESW”)		40	%	5	%	$	1,920		$	2,070
Extra Space Northern Properities Six, LLC (“ESNPS”)		35	%	10	%	1,788			1,929
PRISA Self Storage LLC (“PRISA”)		17	%	2	%	13,514			13,824
PRISA II Self Storage LLC (“PRISA II”)		17	%	2	%	10,910			11,187
PRISA III Self Storage LLC (“PRISA III”)		20	%	5	%	4,625			4,954
VRS Self Storage LLC (“VRS”)		20	%	5	%	4,590			4,740
WCOT Self Storage LLC (“WCOT”)		20	%	5	%	4,829			5,052
Storage Portfolio I, LLC (“SP I”)		40	%	25	%	19,896			20,346
Storage Portfolio Bravo II (“SPB II”)		45	%	20	%	15,570			15,753
Other minority owned properties		10-50	%	10-50	%	12,053			11,043
						$	89,695		$	90,898

 

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.

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

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		Three months ended						Nine months ended
		September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Equity in earnings of ESW		$	337		$	310		$	1,018		$	867
Equity in earningsof ESNPS		39			47			113			98
Equity in earnings of PRISA		138			122			394			122
Equity in earnings of PRISA II		110			95			334			95
Equity in earnings of PRISA III		35			29			88			29
Equity in earnings of VRS		43			35			119			35
Equity in earnings of WCOT		40			29			114			29
Equity in earnings of SP I		291			241			740			241
Equity in earnings of SPB II		210			221			599			221
Equity in earnings of other minority owned properties		97			226			47			223
		$	1,340		$	1,355		$	3,566		$	1,960

 

Equity in earnings of Storage Portfolio I, LLC and Storage Portfolio Brovo II, LLC includes the amortization of the Company’s excess purchase price of approximately $19 million of these equity investments over its original basis. The excess basis is amortized over 40 years.

8.     OTHER ASSETS

The components of other assets are summarized as follows:

		September 30, 2006			December 31, 2005
Equipment and fixtures		$	10,606		$	9,389
Less: accumulated depreciation		(6,107		)	(4,977		)
Deferred financing costs, net		10,959			12,151
Prepaid expenses and escrow deposits		4,666			5,114
Accounts receivable, net		7,247			8,179
Investments in Trusts		3,590			3,590
Other		243			352
		$	31,204		$	33,798

 

9.     NOTES PAYABLE

The components of notes payable are summarized as follows:

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		September 30, 2006			December 31, 2005
Mortgage and construction loans with banks bearing interest at fixed rates between 4.65% and 7.50%. The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between March 1, 2008 and September 1, 2016.		$	744,133		$	652,980
Mortgage and construction loans with banks bearing floating interest rates (including loans subject to interest rate swaps) based on LIBOR. Interest rates based on LIBOR are between LIBOR plus 0.66% (5.98% and 5.05% at September 30, 2006 and December 31, 2005, respectively) and LIBOR plus 2.75% (8.07% and 7.14% at September 30, 2006 and December 31, 2005, respectively). The loans are collateralized by mortgages on real estate assets and the assignment of rents. Principal and interest payments are made monthly with all outstanding principal and interest due between October 25, 2006 and October 6, 2009.		81,471			94,213
		$	825,604		$	747,193

 

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, 2006.

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

The estimated fair value of the Swap Agreement at September 30, 2006 and December 31, 2005 was reflected as an other liability of $2,017 and $2,151, respectively. For the three and nine months ended September 30, 2006, interest expense has been increased by $258 and $540, respectively, as a result of the Swap Agreement.  For the three and nine months ended September 30, 2005 interest expense was reduced by $51 and $285, respectively, as a result of the Swap Agreement.

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 III 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 III 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 mature on September 30, 2035. In addition, the Trust II issued 1,269 of Trust II 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 September 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 II with no prepayment premium after September 30, 2010.

During April 2005, ESS Statutory Trust I (the “Trust”), a newly formed Delaware statutory trust and a wholly-owned,

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unconsolidated subsidiary of the Operating Partnership, issued an aggregate of $35.0 million of trust preferred securities which mature on September 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 September 30, 2010.

The Company follows FASB Interpretation No. 46R, “Consolidation of Variable Interest Entities” (“FIN 46R”), which addresses the consolidation of variable interest entities (“VIEs”). Under FIN 46R, the 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, the Trust II, and the Trust III by the Company.

11.  LINE OF CREDIT

The Company, as guarantor, and its Operating Partnership have entered into a $100.0 million revolving line of credit, which includes a $10.0 million swingline subfacility (the “Credit Facility”).

The Credit Facility has an interest rate of 175 basis points over LIBOR (7.07% and 6.14% at September 30, 2006 and December 31, 2005, respectively). The Operating Partnership intends to use the proceeds of the Credit Facility for general corporate purposes. As of September 30, 2006, the Credit Facility had approximately $81.0 million of capacity based on the assets collateralizing the Credit Facility. The outstanding principal balance on the line of credit at September 30, 2006 and December 2005 was $0. The maturity date on the line of credit is September 2007. The Credit Facility is collateralized by mortgages on certain real estate assets.

12.  OTHER LIABILITIES

The components of other liabilities are summarized as follows:

		September 30, 2006			December 31, 2005
Deferred rental income		$	9,179		$	7,322
Accrued interest		4,121			3,413
Accrued taxes and security deposits		5,106			1,618
Fair value of interest rate swap		2,017			2,151
SUSA lease obligation liability		2,897			3,068
Property insurance payable		—			2,299
Other liabilities		6,632			3,914
		$	29,952		$	23,785

 

As a result of the acquisition of Storage USA, the Company recorded restructuring liabilities of $4,638 relating to the assumption of a lease for a facility that will no longer be used in the Company’s operations and $2,441 for severance costs related to terminated employees of the prior business.

The following table sets forth the restructuring activity during the nine months ended September 30, 2006:

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		Accrued restructuring liabilities at December 31, 2005			Cash Paid			Adjustments			Accrued restructuring liabilities at September 30, 2006
Facility exit costs		$	3,068		$	(171	)	$	—		$	2,897
Severance costs		380			(1,495		)	1,167			52
Total		$	3,448		$	(1,666	)	$	1,167		$	2,949
Allocated to:
Continuing operations		$	3,448		$	(1,666	)	$	1,167		$	2,949
Discontinued operations		—			—			—			—
		$	3,448		$	(1,666	)	$	1,167		$	2,949

 

13.          RELATED PARTY AND AFFILIATED REAL ESTATE JOINT VENTURE TRANSACTIONS

The Company provides management and development services for certain joint ventures, franchise, third party and other related party properties. Management agreements provide generally for management fees of 6% of cash collected from properties for the management of operations at the self-storage facilities. The Company earns development fees of 4%-6% of budgeted costs on developmental projects and acquisition fees of 1% of the gross purchase price or the completed costs of development of acquired properties.

Related party and real estate joint ventures balances as of September 30, 2006 and December 31, 2005 are summarized as follows:

		September 30, 2006			December 31, 2005
Receivables:
Development fees receivable		$	2,633		$	2,552
Other receivables from properties		3,393			15,379
Receivables from Prudential relating to SUSA acquisition		—			4,713
Other receivables from related parties		1,038			1,039
		$	7,064		$	23,683

 

Other receivables from properties consist of amounts due for expenses paid on behalf of the properties that the Company manages and management fees. Receivables from Prudential relating to the Storage USA acquisition represent amounts receivable from Prudential for general and administrative expenses, severance paid, and lease expenses paid relating to the Storage USA acquisition. The Company believes that all of these related party receivables are fully collectible. The Company did not have any payables to related parties at September 30, 2006 or December 31, 2005.

Management fee revenue for related party and affiliated real estate joint ventures for the three and nine months ended September 30, 2006 and 2005 is summarized as follows:

				Three months ended						Nine months ended
				September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
ESW		Affiliated real estate joint ventures		$	103		$	98		$	307		$	289
ESNPS		Affiliated real estate joint ventures		110			105			316			297
PRISA		Affiliated real estate joint ventures		1,289			1,098			3,780			1,098
PRISA II		Affiliated real estate joint ventures		1,038			875			3,056			875
PRISA III		Affiliated real estate joint ventures		476			394			1,384			394
VRS		Affiliated real estate joint ventures		285			236			838			236
WCOT		Affiliated real estate joint ventures		373			313			1,096			313
SP I		Affiliated real estate joint ventures		309			245			910			245
SPB II		Affiliated real estate joint ventures		260			220			777			220
ESD		Related party		129			45			333			154
Other, franchisees and third parties		Affiliated real estate joint ventures		985			934			2,900			1,210
				$	5,357		$	4,563		$	15,697		$	5,331

 

Development fee revenue for related party and affiliated real estate joint ventures for the three and nine months ended

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September 30, 2006 and 2005 is summarized as follows:

				Three months ended						Nine months ended
				September 30, 2006			September 30, 2005			September 30, 2006			September 30, 2005
Everest		Affiliated real estate joint ventures		$	2		$	26		$	113		$	234
Yancy		Affiliated real estate joint ventures		14			175			50			321
Other		Affiliated real estate joint ventures		—			25			—			104
ESD		Related party		31			141			109			237
				$	47		$	367		$	272		$	896

 

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 $185 and $383 for the three months ended September 30, 2006 and 2005, respectively, and $549 and $575 for the nine months ended September 30, 2006 and 2005, respectively, relating to the purchase of software and to license agreements.

14.  MINORITY INTEREST IN OPERATING PARTNERSHIP

The Company’s interest in its properties is held through the Operating Partnership. ESS Holding Business Trust I, a wholly owned subsidiary of the Company, is the sole general partner of the Operating Partnership. The Company, through ESS Holding Business Trust II, a wholly owned subsidiary of the Company, is also a limited partner of the Operating Partnership. Between its general partner and limited partner interests, the Company held a 94.40% majority ownership interest therein as of September 30, 2006. The remaining ownership interests in the Operating Partnership of 5.60% are held by certain former owners of assets acquired by the Operating Partnership, which include a director and officers of the Company.

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

During September 2006, the Company issued 182,828 Operating Partnership units valued at $3.1 million in conjunction with the acquisition of a property in Rockville, Maryland.  During July 2006, 200,000 Operating Partnership units were redeemed in exchange for common stock.

During July 2005, the Operating Partnership issued 1,470,149 Operating Partnership units valued at $21.6 million in conjunction with the acquisition of Storage USA. During September 2005 and November 2005, 350,000 and 50,000 Operating Partnership units were redeemed in exchange for common stock, respectively.

As of September 30, 2006, the Operating Partnership had 3,808,615 and 200,046 Operating Partnership units and CCUs outstanding, respectively.

Unlike the Operating Partnership units, CCUs do not carry any voting rights. Upon the achievement of certain performance thresholds relating to 14 early-stage lease-up properties, all or a portion of the CCUs will be automatically converted into shares of the Company’s common stock. Initially, each CCU 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 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 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 CCU remains unconverted through the calculation made in respect of the 12-month period ending December 31, 2008, such outstanding CCUs will be cancelled and restored to the status of authorized but unissued shares of common stock. As of September 30, 2006, there were no CCUs converted to common stock as the 14 early-stage lease-up properties had not achieved the performance thresholds.

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