Table of Contents

 

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 


 

FORM 8-K/A

 


 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

 

July 2, 2012

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

 


 

EXTRA SPACE STORAGE INC.

(Exact Name of Registrant as Specified in Its Charter)

 


 

Maryland

 

001-32269

 

20-1076777

(State or Other Jurisdiction

of Incorporation)

 

(Commission File Number)

 

(IRS Employer

Identification Number)

 

2795 East Cottonwood Parkway, Suite 400

Salt Lake City, Utah 84121

(Address of Principal Executive Offices)

 


 

(801) 365-4600

(Registrant’s Telephone Number, Including Area Code)

 

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

 

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

 

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

 

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

 

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

 

 

 



Table of Contents

 

This Current Report on Form 8-K/A is being filed by Extra Space Storage Inc. (the “Company”) to provide the financial statements that were previously omitted in Item 9.01 of the Current Report on Form 8-K filed on July 9, 2012, relating to the acquisition of the 94.9% equity ownership interest of Prudential Real Estate Investors (“PREI®”) in ESS PRISA III LLC, a joint venture established by the Company and PREI in 2005, resulting in full ownership by the Company.

 

Item 9.01 Financial Statements and Exhibits.

 

(a)   Financial Statements of Properties Acquired.

 

Audited historical financial statements and unaudited interim financial statements for ESS PRISA III LLC:

 

Report of Independent Auditors

Financial Statements for the Three Years Ended December 31, 2011

Notes to the Audited Financial Statements

Unaudited Interim Financial Statements for the Six Months Ended June 30, 2012

Notes to the Unaudited Interim Financial Statements

 

(b)  Pro Forma Financial Information.

 

Pro forma financial statements to reflect the Company’s completed acquisition of ESS PRISA III LLC:

 

1.               Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2012

 

2.               Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2012

 

3.               Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011

 

(d)  Exhibits

 

Exhibit Number

 

Description of Exhibit

10.1

 

Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to the Company’s Form 8-K filed on April 16, 2012).

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Auditors

 

2



Table of Contents

 

Index to Financial Statements

 

Unaudited Pro Forma Condensed Consolidated Financial Information

4

 

 

Unaudited Pro Forma Condensed Consolidated Balance Sheet as of June 30, 2012

5

 

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Six Months Ended June 30, 2012

7

 

 

Unaudited Pro Forma Condensed Consolidated Statement of Operations for the Year Ended December 31, 2011

9

 

 

Audited Historical Financial Statements with Unaudited Interim Periods:

 

ESS PRISA III LLC

11

Report of Independent Auditors

12

Financial Statements for the Three Years Ended December 31, 2011

13

Notes to the Financial Statements

17

Unaudited Interim Financial Statements for the Six Months Ended June 30, 2012

23

Notes to the Unaudited Interim Financial Statements

27

 

3



Table of Contents

 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Financial Information

 

On July 2, 2012, Extra Space Storage Inc. (the “Company”) completed the acquisition of its joint venture partners’ interest in ESS PRISA III LLC (“PRISA III”) for approximately $300 million.  Prior to this acquisition, PRISA III was a joint venture between the Company and Prudential Real Estate Investors (“PREI®”).  PRISA III’s primary assets consist of 36 self-storage properties located throughout the United States.  Prior to the acquisition, the Company held a 5.1% equity interest in PRISA III, with the remaining equity interests held by PREI.

 

The acquisition of PREI’s interest in PRISA III was a significant acquisition under Rule 3-14 of Regulation S-X.  Audits were performed on the balance sheets and the related statements of operations of PRISA III for the three-year period ended December 31, 2011.

 

The following unaudited pro forma condensed consolidated financial information of the Company as of and for the six months ended June 30, 2012 has been derived from (1) the historical unaudited financial statements of the Company as filed in the Company’s Form 10-Q for the six months ended June 30, 2012 and (2) the historical unaudited financial statements of PRISA III for the six months ended June 30, 2012.

 

The following unaudited pro forma condensed consolidated financial information of the Company as of and for the year ended December 31, 2011 has been derived from (1) the historical audited financial statements of the Company as filed in the Company’s Form 10-K for the year ended December 31, 2011, and (2) the audited historical financial statements of PRISA III for the year ended December 31, 2011.

 

The unaudited pro forma condensed consolidated balance sheet as of June 30, 2012 reflects adjustments to the Company’s unaudited historical financial data to give effect to the acquisition of PREI’s interest in PRISA III as if it had occurred on June 30, 2012.

 

The pro forma condensed consolidated statements of operations for the six months ended June 30, 2012 and for the year ended December 31, 2011 reflect adjustments to the Company’s historical financial data to give effect to the acquisition of PREI’s interest in PRISA III as if it had occurred on the first day of each period presented.

 

The unaudited pro forma adjustments are based on available information. The unaudited pro forma condensed consolidated financial information is not necessarily indicative of what the Company’s actual financial position or results of operations for the period would have been as of the date and for the periods indicated, nor does it purport to represent the Company’s future financial position or results of operations. The unaudited pro forma condensed consolidated financial information should be read, together with the notes thereto, in conjunction with the more detailed information contained in the historical financial statements referenced in this filing.

 

4



Table of Contents

 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of June 30, 2012

(in thousands, except share data)

 

 

 

Historical
Extra Space
Storage Inc.

 

PRISA III
Acquisition

 

Pro Forma

 

 

 

(1)

 

(2)

 

Total

 

Assets:

 

 

 

 

 

 

 

Real estate assets, net

 

$

2,278,331

 

$

321,826

 

$

2,600,157

 

 

 

 

 

 

 

 

 

Investments in real estate ventures

 

125,729

 

(3,355

)

122,374

 

Cash and cash equivalents

 

185,502

 

(158,382

)

27,120

 

Restricted cash

 

37,234

 

 

37,234

 

Receivables from related parties and affiliated real estate joint ventures

 

15,976

 

 

15,976

 

Other assets, net

 

65,571

 

375

 

65,946

 

Total assets

 

$

2,708,343

 

$

160,464

 

$

2,868,807

 

 

 

 

 

 

 

 

 

Liabilities, Noncontrolling Interests and Equity:

 

 

 

 

 

 

 

Notes payable

 

$

1,088,413

 

$

145,000

 

$

1,233,413

 

Premium on notes payable

 

3,958

 

 

3,958

 

Notes payable to trusts

 

119,590

 

 

119,590

 

Lines of credit

 

100,000

 

 

100,000

 

Accounts payable and accrued expenses

 

47,123

 

 

47,123

 

Other liabilities

 

38,616

 

1,965

 

40,581

 

Total liabilities

 

1,397,700

 

146,965

 

1,544,665

 

 

 

 

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Equity:

 

 

 

 

 

 

 

Extra Space Storage Inc. stockholders’ equity:

 

 

 

 

 

 

 

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

 

 

 

 

Common stock, $0.01 par value, 300,000,000 shares authorized, 104,136,770 and 94,783,590 shares issued and outstanding at June 30, 2012 and December 31, 2011, respectively

 

1,041

 

 

1,041

 

Paid-in capital

 

1,527,332

 

 

1,527,332

 

Accumulated other comprehensive deficit

 

(11,525

)

 

(11,525

)

Accumulated deficit

 

(261,288

)

13,499

 

(247,789

)

Total Extra Space Storage Inc. stockholders’ equity

 

1,255,560

 

13,499

 

1,269,059

 

Noncontrolling interest represented by Preferred Operating Partnership units, net of $100,000 note receivable

 

29,692

 

 

29,692

 

Noncontrolling interests in Operating Partnership

 

24,279

 

 

24,279

 

Other noncontrolling interests

 

1,112

 

 

1,112

 

Total noncontrolling interests and equity

 

1,310,643

 

13,499

 

1,324,142

 

Total liabilities, noncontrolling interests and equity

 

$

2,708,343

 

$

160,464

 

$

2,868,807

 

 

5



Table of Contents

 

Extra Space Storage Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Balance Sheet

as of June 30, 2012

(in thousands, except share data)

 


(1) Reflects the assets, liabilities and stockholders’ equity of the Company as filed in its Form 10-Q for the six months ended June 30, 2012.

 

(2) Represents the purchase of PREI’s interest in PRISA III subsequent to June 30, 2012 for $158,382 in cash, and the assumption of a $145,000 note payable.  The purchase price of $322,000 was allocated to the tangible and intangible assets and liabilities acquired based on their fair values.  The values of the tangible assets, consisting of land and buildings were determined as if vacant.  The carrying value of the land and building immediately prior to acquisition was $66,849 and $176,032, respectively. Intangible assets, which represent the value of existing tenant relationships, were recorded at their fair values based on the avoided cost to replace the current leases of, which $5,636 was recorded as part of this acquisition.  The principal value of the note payable approximated its fair value as of the date of purchase. The note was paid in full on July 11, 2012.  The book value at the time of acquisition of all other assets acquired and liabilities approximated fair value.  In addition, the Company revalued its investment in PRISA III immediately prior to the acquisition in accordance with ASC 805-10-25.  This resulted in a non-cash gain of $13,499 at the time of purchase when the investment in the joint venture was written off.

 

6



Table of Contents

 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Six Months Ended June 30, 2012

(in thousands, except share data)

 

 

 

Historical
Extra Space
Storage Inc.

 

PRISA III
Acquisition

 

Pro Forma

 

Pro Forma

 

 

 

(1)

 

(2)

 

Adjustments

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

Property rental

 

$

155,128

 

$

16,401

 

$

 

$

171,529

 

Management and franchise fees

 

13,245

 

 

(920

)(3)

12,325

 

Tenant reinsurance

 

17,565

 

 

 

17,565

 

Total revenues

 

185,938

 

16,401

 

(920

)

201,419

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operations

 

52,608

 

6,380

 

(920

)(3)

58,068

 

Tenant reinsurance

 

3,272

 

 

 

3,272

 

Unrecovered development and acquisition costs

 

1,078

 

 

 

1,078

 

Loss on sublease

 

 

 

 

 

General and administrative

 

25,185

 

 

 

25,185

 

Depreciation and amortization

 

33,150

 

 

5,201

(4)

38,351

 

Total expenses

 

115,293

 

6,380

 

4,281

 

125,954

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

70,645

 

10,021

 

(5,201

)

75,465

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(33,925

)

 

(3,603

)(5)

(37,528

)

Non-cash interest expense related to amortization of discount on exchangeable senior notes

 

(444

)

 

 

(444

)

Interest income

 

723

 

 

(221

)(6)

502

 

Interest income on note receivable from Preferred Operating Partnership unit holder

 

2,425

 

 

 

2,425

 

Income before equity in earnings of real estate ventures and income tax expense

 

39,424

 

10,021

 

(9,025

)

40,420

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of real estate ventures

 

4,994

 

 

(187

)(7)

4,807

 

Equity in earnings of real estate ventures – gain on sale of real estate assets

 

5,429

 

 

 

5,429

 

Income tax expense

 

(2,584

)

 

 

(2,584

)

Net income

 

47,263

 

10,021

 

(9,212

)

48,072

 

Net income allocated to Preferred Operating Partnership noncontrolling interests

 

(3,303

)

 

(8

)(8)

(3,311

)

Net income allocated to Operating Partnership and other noncontrolling interests

 

(1,333

)

 

(23

)(8)

(1,356

)

Net income attributable to common stockholders

 

$

42,627

 

$

10,021

 

$

(9,243

)

$

43,405

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.43

 

 

 

 

 

$

0.44

 

Diluted

 

$

0.43

 

 

 

 

 

$

0.43

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

 

 

Basic

 

98,497,788

 

 

 

 

 

98,497,788

 

Diluted

 

103,063,565

 

 

 

 

 

103,063,565

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

0.40

 

 

 

 

 

$

0.40

 

 

7



Table of Contents

 

Extra Space Storage Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Six Months Ended June 30, 2012

(in thousands, except share data)

 


(1) Reflects the results of operations of the Company as filed in its Form 10-Q for the six months ended June 30, 2012.

 

(2) Represents the pro forma revenues and operating expenses of PRISA III for the period from January 1, 2012 to June 30, 2012, which were not reflected in the historical condensed consolidated statement of operations of the Company.

 

(3) Adjustment to eliminate the management fee revenue earned by the Company for managing the properties owned by PRISA III.  Prior to the acquisition, the Company managed the properties owned by PRISA III in exchange for a management fee of approximately 6% of cash collected by the properties.  Subsequent to the acquisition by the Company, all properties are self-managed.

 

(4) Adjustments include depreciation and amortization expense for the period from January 1, 2012 to June 30, 2012, which was not reflected in the historical condensed consolidated statement of operations of the Company.  Adjustments to depreciation and amortization expense are summarized as follows:

 

 

 

 

 

Customer

 

Lease

 

 

 

 

 

Building

 

Intangibles

 

Intangible

 

Total

 

Assets acquired

 

$

256,792

 

$

5,636

 

$

440

 

$

262,868

 

Amortization/depreciation period (in years)

 

39.0

 

1.5

 

7.3

 

 

 

Annual amortization/depreciation

 

6,584

 

3,757

 

61

 

10,402

 

Amortization/depreciation for period ended June 30, 2012

 

$

3,292

 

$

1,879

 

$

30

 

$

5,201

 

 

(5) Debt of $145,000 was assumed in the acquisition of PREI’s interest in PRISA III.  The debt assumed has a fixed rate of 4.97%.  Adjustments to interest expense represent interest for the period from January 1, 2012 to June 30, 2012, which was not reflected in the historical consolidated condensed statement of operations of the Company.  The amount of interest is calculated as if the acquisition occurred on January 1, 2012.

 

(6) Interest income was reduced by $221 for the use of net cash in the acquisition as if it had occurred on January 1, 2012.

 

(7) Adjustment to eliminate the equity in earnings related to PRISA III for the six months ended June 30, 2012.

 

(8) Income allocated to Preferred Operating Partnership noncontrolling units and Operating Partnership and other noncontrolling units was adjusted to reflect the increase in net income resulting from the acquisition and other pro forma adjustments as follows:

 

 

 

Preferred
Operating
Partnership

 

Operating
Partnership

 

Total

 

Increase in net income as a result of acquisitions and other pro forma adjustments:

 

$

809

 

$

809

 

$

809

 

Weighted average percentage OP units held by noncontrolling interests

 

0.97

%

2.88

%

3.85

%

Increase in net income allocated to Operating Partnership and other noncontrolling interests

 

$

8

 

$

23

 

$

31

 

 

8



Table of Contents

 

Extra Space Storage Inc.

Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2011

(in thousands, except share data)

 

 

 

Historical
Extra Space
Storage Inc.

 

PRISA III
Acquisition

 

Pro Forma

 

Pro Forma

 

 

 

(1)

 

(2)

 

Adjustments

 

Total

 

Revenues:

 

 

 

 

 

 

 

 

 

Property rental

 

$

268,725

 

$

32,357

 

$

 

$

301,082

 

Management and franchise fees

 

29,924

 

 

(1,796

)(3)

28,128

 

Tenant reinsurance

 

31,181

 

 

 

31,181

 

Total revenues

 

329,830

 

32,357

 

(1,796

)

360,391

 

 

 

 

 

 

 

 

 

 

 

Expenses:

 

 

 

 

 

 

 

 

 

Property operations

 

95,481

 

12,885

 

(1,796

)(3)

106,570

 

Tenant reinsurance

 

6,143

 

 

 

6,143

 

Unrecovered development and acquisition costs

 

2,896

 

 

 

2,896

 

Severance costs

 

2,137

 

 

 

2,137

 

General and administrative

 

49,683

 

 

 

49,683

 

Depreciation and amortization

 

58,014

 

 

10,402

(4)

68,416

 

Total expenses

 

214,354

 

12,885

 

8,606

 

235,845

 

 

 

 

 

 

 

 

 

 

 

Income from operations

 

115,476

 

19,472

 

(10,402

)

124,546

 

 

 

 

 

 

 

 

 

 

 

Interest expense

 

(67,301

)

 

(7,207

)(5)

(74,508

)

Non-cash interest expense related to amortization of discount on exchangeable senior notes

 

(1,761

)

 

 

(1,761

)

Interest income

 

1,027

 

 

(442

)(6)

585

 

Interest income on note receivable from Preferred Operating Partnership unit holder

 

4,850

 

 

 

4,850

 

Income before equity in earnings of real estate ventures and income tax expense

 

52,291

 

19,472

 

(18,051

)

53,712

 

 

 

 

 

 

 

 

 

 

 

Equity in earnings of real estate ventures

 

7,287

 

 

(330

)(7)

6,957

 

Income tax expense

 

(1,155

)

 

 

(1,155

)

Net income

 

58,423

 

19,472

 

(18,381

)

59,514

 

Net income allocated to Preferred Operating Partnership noncontrolling interests

 

(6,289

)

 

(11

)(8)

(6,300

)

Net income allocated to Operating Partnership and other noncontrolling interests

 

(1,685

)

 

(35

)(8)

(1,720

)

Net income attributable to common stockholders

 

$

50,449

 

$

19,472

 

$

(18,427

)

$

51,494

 

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.55

 

 

 

 

 

$

0.56

 

Diluted

 

$

0.54

 

 

 

 

 

$

0.55

 

 

 

 

 

 

 

 

 

 

 

Weighted average number of shares

 

 

 

 

 

 

 

 

 

Basic

 

92,097,008

 

 

 

 

 

92,097,008

 

Diluted

 

96,683,508

 

 

 

 

 

96,683,508

 

 

 

 

 

 

 

 

 

 

 

Cash dividends paid per common share

 

$

0.56

 

 

 

 

 

$

0.56

 

 

9



Table of Contents

 

Extra Space Storage Inc.

Notes to Unaudited Pro Forma Condensed Consolidated Statement of Operations

for the Year Ended December 31, 2011

(in thousands, except share data)

 


(1) Reflects the results of operations of the Company as filed in its Form 10-K for the year ended December 31, 2011.

 

(2) Represents the pro forma revenues and operating expenses of PRISA III for the year ended December 31, 2011, which were not reflected in the historical condensed consolidated statement of operations of the Company.

 

(3) Adjustment to eliminate the management fee revenue earned by the Company for managing the properties owned by PRISA III.  Prior to the acquisition, the Company managed the properties owned by PRISA III in exchange for a management fee of approximately 6% of cash collected by the properties.  Subsequent to the acquisition by the Company, all properties are self-managed.

 

(4) Adjustments include depreciation and amortization expense for the period from January 1, 2011 to December 31, 2011, which was not reflected in the historical condensed consolidated statement of operations of the Company.  Adjustments to depreciation and amortization expense are summarized as follows:

 

 

 

 

 

Customer

 

Lease

 

 

 

 

 

Building

 

Intangibles

 

Intangible

 

Total

 

Assets acquired

 

$

256,792

 

$

5,636

 

$

440

 

$

262,868

 

Amortization/depreciation period (in years)

 

39.0

 

1.5

 

7.3

 

 

 

Annual amortization/depreciation

 

$

6,584

 

$

3,757

 

$

61

 

$

10,402

 

 

(5) Debt of $145,000 was assumed in the acquisition of PREI’s interest in PRISA III.  The debt assumed has a fixed rate of 4.97%.  Adjustments to interest expense represent interest for the period from January 1, 2011 to December 31, 2011, which was not reflected in the historical consolidated condensed statement of operations of the Company.  The amount of interest is calculated as if the acquisition occurred on January 1, 2011.

 

(6) Interest income was reduced by $442 for the use of net cash in the acquisition as if the acquisition had occurred on January 1, 2011.

 

(7) Adjustment to eliminate the equity in earnings related to PRISA III for the year ended December 31, 2011.

 

(8) Income allocated to Preferred Operating Partnership noncontrolling units and Operating Partnership and other noncontrolling units was adjusted to reflect the increase in net income resulting from the acquisitions and other pro forma adjustments as follows:

 

 

 

Preferred
Operating
Partnership

 

Operating
Partnership

 

Total

 

Increase in net income as a result of acquisitions and other pro forma adjustments:

 

$

1,091

 

$

1,091

 

$

1,091

 

Weighted average percentage OP units held by noncontrolling interests

 

1.03

%

3.23

%

4.26

%

Increase in net income allocated to Operating Partnership and other noncontrolling interests

 

$

11

 

$

35

 

$

46

 

 

10



Table of Contents

 

ESS PRISA III LLC

 

Financial Statements and Report of Independent Auditors

For the Years ended December 31, 2011, 2010 and 2009

 

11



Table of Contents

 

Report of Independent Auditors

 

To the Members of

ESS PRISA III LLC

 

We have audited the accompanying balance sheets of ESS PRISA III LLC as of December 31, 2011, 2010, and 2009, and the related statements of operations, members’ equity, and cash flows for the years then ended.  These financial statements are the responsibility of the management of ESS PRISA III LLC.  Our responsibility is to express an opinion on this financial statement based on our audits.

 

We conducted our audits in accordance with auditing standards generally accepted in the United States.  Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement.  We were not engaged to perform an audit of ESS PRISA III LLC’s internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of ESS PRISA III LLC’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statement, assessing the basis of accounting used and significant estimates made by management, and evaluating the overall financial statement presentation.  We believe that our audits provide a reasonable basis for our opinion.

 

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of ESS PRISA III LLC at December 31, 2011, 2010, and 2009, and the results of its operations and its cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

 

 

/s/ Ernst & Young LLP

 

Salt Lake City, Utah

April 2, 2012

 

12



Table of Contents

 

ESS PRISA III LLC

BALANCE SHEETS

(dollars in thousands)

 

 

 

December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Investment in real estate:

 

 

 

 

 

 

 

Land

 

$

66,728

 

$

66,581

 

$

66,173

 

Buildings and equipment

 

175,763

 

174,647

 

174,166

 

 

 

242,491

 

241,228

 

240,339

 

Less: accumulated depreciation and amortization

 

(32,034

)

(26,735

)

(21,458

)

Investment in real estate, net

 

210,457

 

214,493

 

218,881

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

2,854

 

1,236

 

907

 

Restricted cash

 

1,286

 

1,141

 

1,291

 

Accounts receivable, net of allowance for doubtful accounts of $6, $7 and $7, respectively

 

422

 

431

 

471

 

Deferred financing costs, net

 

175

 

498

 

821

 

Prepaid expenses and other assets

 

682

 

561

 

647

 

 

 

 

 

 

 

 

 

Total assets

 

$

215,876

 

$

218,360

 

$

223,018

 

 

 

 

 

 

 

 

 

Liabilities and members’ equity

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Note payable

 

$

145,000

 

$

145,000

 

$

145,000

 

Payable to related party

 

260

 

109

 

353

 

Accounts payable and accrued expenses

 

909

 

677

 

685

 

Property taxes payable

 

568

 

541

 

550

 

Rents received in advance

 

1,616

 

1,555

 

1,512

 

 

 

 

 

 

 

 

 

Total liabilities

 

148,353

 

147,882

 

148,100

 

 

 

 

 

 

 

 

 

Commitments and contingencies (note 4)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Members’ equity

 

67,523

 

70,478

 

74,918

 

 

 

 

 

 

 

 

 

Total liabilities and members’ equity

 

$

215,876

 

$

218,360

 

$

223,018

 

 

See accompanying notes.

 

13



Table of Contents

 

ESS PRISA III LLC

STATEMENTS OF OPERATIONS

(dollars in thousands)

 

 

 

For the Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Operating revenues:

 

 

 

 

 

 

 

Rental income

 

$

30,965

 

$

29,644

 

$

29,222

 

Other income

 

1,392

 

1,432

 

1,470

 

 

 

 

 

 

 

 

 

Total operating revenues

 

32,357

 

31,076

 

30,692

 

 

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

 

 

Property operations

 

5,026

 

5,166

 

5,367

 

Payroll expense

 

2,842

 

2,726

 

2,646

 

Property taxes

 

3,221

 

3,371

 

3,464

 

Management fees

 

1,796

 

1,722

 

1,686

 

Depreciation and amortization

 

5,314

 

5,277

 

5,213

 

 

 

 

 

 

 

 

 

Total operating expenses

 

18,199

 

18,262

 

18,376

 

 

 

 

 

 

 

 

 

Income from operations

 

14,158

 

12,814

 

12,316

 

 

 

 

 

 

 

 

 

Interest expense

 

(7,630

)

(7,630

)

(7,630

)

Gain on sale of real estate assets

 

167

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

6,695

 

$

5,184

 

$

4,686

 

 

See accompanying notes.

 

14



Table of Contents

 

ESS PRISA III LLC

STATEMENTS OF MEMBERS’ EQUITY

(dollars in thousands)

 

 

 

ESS LLC

 

Prudential

 

Total

 

 

 

 

 

 

 

 

 

Balance at January 1, 2009

 

$

4,122

 

$

77,166

 

$

81,288

 

 

 

 

 

 

 

 

 

Member distributions

 

(559

)

(10,497

)

(11,056

)

Net income

 

237

 

4,449

 

4,686

 

Balance at December 31, 2009

 

3,800

 

71,118

 

74,918

 

 

 

 

 

 

 

 

 

Member distributions

 

(487

)

(9,137

)

(9,624

)

Net income

 

263

 

4,921

 

5,184

 

Balance at December 31, 2010

 

3,576

 

66,902

 

70,478

 

 

 

 

 

 

 

 

 

Member distributions

 

(488

)

(9,162

)

(9,650

)

Net income

 

338

 

6,357

 

6,695

 

Balance at December 31, 2011

 

$

3,426

 

$

64,097

 

$

67,523

 

 

See accompanying notes.

 

15



Table of Contents

 

ESS PRISA III LLC

STATEMENTS OF CASH FLOWS

(dollars in thousands)

 

 

 

For the Year Ended December 31,

 

 

 

2011

 

2010

 

2009

 

 

 

 

 

 

 

 

 

Operating activities

 

 

 

 

 

 

 

Net income

 

$

6,695

 

$

5,184

 

$

4,686

 

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

 

 

 

 

 

 

 

Depreciation and amortization

 

5,314

 

5,277

 

5,213

 

Amortization of deferred financing costs

 

323

 

323

 

323

 

Gain on sale of real estate assets

 

(167

)

 

 

Changes in assets and liabilities:

 

 

 

 

 

 

 

Accounts receivable, net

 

9

 

40

 

79

 

Prepaid expenses and other assets

 

(121

)

86

 

(8

)

Payable to related party

 

151

 

(244

)

209

 

Accounts payable and accrued expenses

 

232

 

(8

)

16

 

Property taxes payable

 

27

 

(9

)

35

 

Rents received in advance

 

61

 

43

 

(136

)

Net cash provided by operating activities

 

12,524

 

10,692

 

10,417

 

 

 

 

 

 

 

 

 

Investing activities

 

 

 

 

 

 

 

Change in restricted cash

 

(145

)

150

 

1,033

 

Investment in real estate assets

 

(1,384

)

(889

)

(894

)

Proceeds from sale of real estate assets

 

273

 

 

 

Net cash provided by (used in) investing activities

 

(1,256

)

(739

)

139

 

 

 

 

 

 

 

 

 

Financing activities

 

 

 

 

 

 

 

Payment of transition liabilities

 

 

 

(588

)

Member distributions

 

(9,650

)

(9,624

)

(11,056

)

Net cash used in financing activities

 

(9,650

)

(9,624

)

(11,644

)

Net increase (decrease) in cash

 

1,618

 

329

 

(1,088

)

 

 

 

 

 

 

 

 

Cash and cash equivalents at beginning of the year

 

1,236

 

907

 

1,995

 

Cash and cash equivalents at end of the year

 

$

2,854

 

$

1,236

 

$

907

 

 

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

 

 

 

 

Cash paid for interest

 

$

7,307

 

$

7,307

 

$

7,307

 

 

See accompanying notes.

 

16



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies

 

Business

 

ESS PRISA III LLC, (the Company), a Delaware limited liability company, is engaged in the business of owning, leasing, managing and operating self-storage facilities located throughout the United States of America. On July 14, 2005, the Company was formed by Prudential Insurance Company of America, an affiliate of Prudential Financial, Inc (Prudential) and Extra Space Storage LLC (ESS LLC) and, unless terminated or extended by mutual agreement of the members, will continue until December 31, 2055. The Company owned 36 self-storage facilities at December 31, 2011, 2010 and 2009.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Investment in Real Estate

 

Real estate assets are stated at cost less accumulated depreciation and amortization. Costs associated with the development, construction, renovation and improvement of real estate assets are capitalized. Interest, property taxes and other costs associated with development incurred during the construction period are capitalized as building costs. Expenditures for maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the life of the asset are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally between 3 and 39 years. The cost of real estate sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts and any gain or loss is reflected in earnings.

 

Intangible lease rights represent the value assigned to one property that is subject to a land and building lease. These rights, which totaled $1,176, at December 31, 2011, 2010 and 2009, are classified as buildings in the accompanying balance sheets and are being amortized over the term of the lease through October 31, 2039. As of December 31, 2011, 2010 and 2009, accumulated amortization totaled $511, $488 and $464, respectively.

 

Intangible Assets — Tenant Relationships

 

In connection with the Company’s acquisition of real estate assets, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The values of the tangible assets, consisting of land and buildings, are determined as if vacant, that is, at replacement cost. Intangible assets, which represent the value of tenant relationships, are recorded at their fair values.

 

17



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements (continued)

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies (continued)

 

Because the Company’s leases are month-to-month, no value is assigned to acquired in-place leases other than the tenant relationships, which are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers which is based on the Company’s historical experience with turnover in its facilities. The Company amortizes the tenant relationships on a straight-line basis over the estimated life that a tenant utilizes the facility (18 months). At December 31, 2011, 2010 and 2009, intangible assets related to tenant relationships of $4,823 were fully amortized.

 

Asset Impairment

 

The Company evaluates real estate assets, which are held for use, for impairment whenever events or circumstances indicate an impairment may exist. An impairment loss is recorded if the net carrying value of the asset exceeds the undiscounted future net operating cash flows attributable to the asset. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset. No impairment charges have been recognized for the years ended December 31, 2011, 2010 or 2009.

 

When real estate assets are identified as held for sale, the Company discontinues depreciating the assets and estimates the fair value, net of selling costs. If the estimated fair value, net of selling costs, is less than the net carrying value of the asset, a valuation allowance is established. The operations of assets classified as held for sale or sold during the period are presented as discontinued operations. Management has determined no property was held for sale at December 31, 2011, 2010 or 2009.

 

Cash and Cash Equivalents

 

Cash equivalents are short-term, highly liquid instruments with original maturities of 30 days or less. The Company’s cash is deposited with financial institutions located primarily in California and North Carolina, and at times may exceed federally insured limits.

 

Restricted Cash

 

Restricted cash comprises funds held by the Company’s lender for property taxes and funds which have been restricted for capital improvements. These balances are deposited with a financial institution located in California, and at times may exceed federally insured limits.

 

Deferred Financing Costs

 

Deferred financing costs are amortized on a straight-line basis, which approximates the effective interest method, over the term of the respective loan agreement.

 

18



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements (continued)

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies (continued)

 

Fair Value of Financial Instruments

 

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, payable to related party, accounts payable and accrued expenses at December 31, 2011, 2010 and 2009 approximate fair value due to the short-term nature of these instruments. The fair value of the note payable at December 31, 2011, 2010 and 2009,  which was based on the present value of estimated future cash flows using interest rates available to the Company for similar debt, was approximately $147,600,  $149,400 and $150,000, respectively.

 

Members’ Equity

 

Members’ profits, losses and distributions are allocated in accordance with the terms of the operating agreement of the Company. Membership equity interests are held 95% by Prudential and 5% by ESS LLC. Preferred returns are paid on member equity interests under the following schedule:

 

 

 

Preferred
Return

 

 

 

 

 

July 14, 2005 – December 31, 2007

 

10.00

%

January 1, 2008 – December 31, 2009

 

11.00

 

January 1, 2010 – December 31, 2011

 

12.00

 

January 1, 2012 and thereafter

 

13.00

 

 

As of December 31, 2011, 2010 and 2009 the cumulative unpaid preferred return on members’ equity for Prudential was $6,015, $3,360 and $946, respectively.  For the same periods, the cumulative unpaid preferred return on members’ equity for ESS LLC was $321, $179 and $50, respectively. Excess profit participation interests over the preferred return are held 80% by Prudential and 20% by ESS LLC.

 

Revenue and Expense Recognition

 

Rental revenues are recognized as earned based upon amounts that are currently due from tenants. Leases are generally on month-to-month terms. Prepaid rents are recognized on a straight-line basis over the term of the leases. Promotional discounts are recognized as a reduction to rental income over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized in other income when earned. Interest income is recognized as earned.

 

Property expenses, including utilities, repairs and maintenance and other costs to manage the facilities are recognized as incurred. The Company accrues for property tax expense based upon estimates and historical trends.

 

19



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements (continued)

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies (continued)

 

Real Estate Sales

 

The Company evaluates real estate sales for both sale recognition and profit recognition. In general, sales of real estate and related profits/losses are recognized when all consideration has changed hands, and when risks and rewards of ownership have been transferred. Certain types of continuing involvement preclude sale treatment and related profit recognition; other forms of continuing involvement allow for sale recognition but require deferral of profit recognition.

 

Advertising Costs

 

The Company incurs advertising costs primarily attributable to directory, direct mail, internet and other advertising. Recurring phonebook advertising costs are deferred and amortized over the expected benefit period, determined to be 12 months. At December 31, 2011, prepaid advertising costs of $83 were included in prepaid expenses and other assets. All other advertising costs are expensed as incurred. The Company recognized advertising expense of $535, $638 and $646, respectively, for the years ended December 31, 2011, 2010 and 2009.

 

Income Taxes

 

The Company has elected partnership status for income tax purposes and, accordingly, is generally not directly subject to tax. The tax effects of the Company’s operations are passed directly to the members. Therefore, no provision for income taxes has been recorded in the financial statements.

 

2. Note Payable

 

The note payable is a mortgage loan bearing interest at a fixed rate of 4.97%. The loan is collateralized by real estate assets and the assignment of rents. Interest payments are made monthly with all principal and remaining interest due August 11, 2012.  Management expects to refinance the loan before the due date because of strong property performance and a current favorable lending environment for properties with low loan-to-value ratios.

 

3. Related Party Transactions

 

The Company has entered into various transactions with related parties as summarized below:

 

a.               The Company’s management agreement with Extra Space Management Incorporated (ESMI), a subsidiary of ESS LLC, provides for management fees of 5.6% of gross rental revenues actually received for the management of all operations at the Company’s self-storage facilities. During the years ended December 31, 2011, 2010 and 2009, management fee expense of $1,796, $1,722 and $1,686, respectively, was recognized for services provided by ESMI. At December 31, 2011, 2010 and 2009, $156, $110 and $143, respectively, related to management fees was included in payable to related party.

 

20



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements (continued)

(dollars in thousands)

 

3. Related Party Transactions (continued)

 

b.              The Company uses ESMI to service payroll and other administrative activities. The Company reimburses ESMI only for the costs incurred, and no service fee is paid to ESMI. At December 31, 2011, 2010 and 2009, payables to ESMI of $103, $0 and $209, respectively, related to these activities, was included in payable to related party.

 

c.               Prior to 2011, Prudential bound coverage for the Company’s property insurance as part of a larger insurance binder including properties not owned by the Company. The Company reimbursed Prudential for the direct costs related to the property insurance coverage. Those costs totaled $267 and $239, respectively, for the years ended December 31, 2010 and 2009. At December 31, 2010 and 2009, there were no payables due to Prudential for property insurance.

 

4. Commitments and Contingencies

 

The Company owns one self-storage facility that is subject to a land and building lease. During 2009, the lease was renegotiated. The new lease term, including all extensions, ends in 2039. At December 31, 2011, future minimum rental payments under this noncancelable operating lease were as follows:

 

Year Ending December 31,

 

 

 

2012

 

$

181

 

2013

 

181

 

2014

 

181

 

2015

 

181

 

2016

 

181

 

Thereafter

 

4,143

 

 

Under the terms of the lease, the Company is responsible for property taxes and operating expenses. Rent expense for the years ended December 31, 2011, 2010 and 2009 totaled $161, $175 and $225, respectively.

 

5. Recently Issued Accounting Standards

 

In December 2007, the Financial Accounting Standards Board (FASB) issued revised Statement No. 141, Business Combinations (ASC 805) (FAS 141(R)). This guidance establishes principles and requirements for how an acquirer in a business combination recognizes and measures in its financial statements the assets acquired and liabilities assumed. Generally, assets acquired and liabilities assumed in a transaction are recorded at the acquisition-date fair value with limited exceptions. The guidance also changed the accounting treatment and disclosure for certain specific items in a business combination. The Company adopted this guidance for all acquisitions subsequent to January 1, 2009.

 

In May 2009, the FASB issued Statement of Financial Accounting Standards No. 165, Subsequent Events (ASC 855). This guidance is intended to establish general standards of accounting for and disclosures of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. This guidance requires disclosure of the date through which an entity has evaluated subsequent events and the basis for selecting

 

21



Table of Contents

 

ESS PRISA III LLC

Notes to Financial Statements (continued)

(dollars in thousands)

 

5. Recently Issued Accounting Standards (continued)

 

this date, that is, whether this date represents the date the financial statements were issued or were available to be issued. The Company adopted this guidance effective for the year ended December 31, 2009.

 

On June 30, 2009, the FASB issued Statement No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles—a replacement of FASB Statement No. 162 (ASC 105-10-05). The standard establishes the FASB Codification (the Codification) as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in the preparation of financial statements in conformity with GAAP. The Codification is effective for financial statements issued for interim and annual periods ending after September 15, 2009. The Company adopted the Codification effective December 31, 2009 and has included the references to the Codification, as appropriate, in these financial statements.

 

6. Subsequent Events

 

The Company has evaluated subsequent events through April 2, 2012, the date the financial statements are available to be issued. There were no subsequent events that require disclosure.

 

22



Table of Contents

 

ESS PRISA III LLC

 

Unaudited Financial Statements for the Six Months Ended June 30, 2012

 

23



Table of Contents

 

ESS PRISA III LLC

BALANCE SHEET

(dollars in thousands)

 

 

 

June 30, 2012

 

 

 

(unaudited)

 

Assets

 

 

 

 

 

 

 

Investment in real estate:

 

 

 

Land

 

$

66,849

 

Buildings and equipment

 

176,032

 

 

 

242,881

 

Less: accumulated depreciation and amortization

 

(34,701

)

Investment in real estate, net

 

208,180

 

 

 

 

 

Cash and cash equivalents

 

3,405

 

Restricted cash

 

1,675

 

Accounts receivable, net of allowance for doubtful accounts of $4

 

408

 

Receivable from related party

 

171

 

Deferred financing costs, net

 

13

 

Prepaid expenses and other assets

 

83

 

 

 

 

 

Total assets

 

$

213,935

 

 

 

 

 

Liabilities and members’ equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

Note payable

 

$

145,000

 

Accounts payable and accrued expenses

 

587

 

Property taxes payable

 

458

 

Rents received in advance

 

1,625

 

 

 

 

 

Total liabilities

 

147,670

 

 

 

 

 

Commitments and contingencies

 

 

 

 

 

 

 

Members’ equity

 

66,265

 

 

 

 

 

Total liabilities and members’ equity

 

$

213,935

 

 

See accompanying notes.

 

24



Table of Contents

 

ESS PRISA III LLC

STATEMENTS OF OPERATIONS

(dollars in thousands)

 

 

 

For the Six Months
Ended June 30,

 

 

 

2012

 

2011

 

 

 

(unaudited)

 

(unaudited)

 

Operating revenues:

 

 

 

 

 

Rental income

 

$

15,710

 

$

15,040

 

Other income

 

691

 

675

 

 

 

 

 

 

 

Total operating revenues

 

16,401

 

15,715

 

 

 

 

 

 

 

Operating expenses:

 

 

 

 

 

Property operations

 

2,227

 

2,377

 

Payroll expense

 

1,455

 

1,401

 

Property taxes

 

1,778

 

1,416

 

Management fees

 

920

 

880

 

Depreciation and amortization

 

2,667

 

2,658

 

 

 

 

 

 

 

Total operating expenses

 

9,047

 

8,732

 

 

 

 

 

 

 

Income from operations

 

7,354

 

6,983

 

 

 

 

 

 

 

Interest expense

 

(3,825

)

(3,805

)

 

 

 

 

 

 

Net income

 

$

3,529

 

$

3,178

 

 

See accompanying notes.

 

25



Table of Contents

 

ESS PRISA III LLC

STATEMENT OF CASH FLOWS

(dollars in thousands)

 

 

 

For the Six Months
Ended June 30,

 

 

 

2012

 

 

 

(unaudited)

 

 

 

 

 

Operating activities

 

 

 

Net income

 

$

3,529

 

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

 

 

 

Depreciation and amortization

 

2,667

 

Amortization of deferred financing costs

 

162

 

Changes in assets and liabilities:

 

 

 

Accounts receivable, net

 

14

 

Prepaid expenses and other assets

 

599

 

Payable to related party

 

(431

)

Accounts payable and accrued expenses

 

(322

)

Property taxes payable

 

(110

)

Rents received in advance

 

9

 

Net cash provided by operating activities

 

6,117

 

 

 

 

 

Investing activities

 

 

 

Change in restricted cash

 

(389

)

Investment in real estate assets

 

(390

)

Net cash used in investing activities

 

(779

)

 

 

 

 

Financing activities

 

 

 

Member distributions

 

(4,787

)

Net cash used in financing activities

 

(4,787

)

Net increase in cash

 

551

 

 

 

 

 

Cash and cash equivalents at beginning of the year

 

2,854

 

Cash and cash equivalents at end of the year

 

$

3,405

 

 

 

 

 

Supplemental disclosure of cash flow information

 

 

 

Cash paid for interest

 

$

3,663

 

 

See accompanying notes.

 

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Table of Contents

 

ESS PRISA III LLC

Notes to Unaudited Interim Financial Statements

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies

 

Business

 

ESS PRISA III LLC, (the Company), a Delaware limited liability company, is engaged in the business of owning, leasing, managing and operating self-storage facilities located throughout the United States of America. On July 14, 2005, the Company was formed by Prudential Insurance Company of America, an affiliate of Prudential Financial, Inc (Prudential) and Extra Space Storage LLC (ESS LLC) and, unless terminated or extended by mutual agreement of the members, will continue until December 31, 2055. The Company owned 36 self-storage facilities at June 30, 2012.

 

Use of Estimates

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Investment in Real Estate

 

Real estate assets are stated at cost less accumulated depreciation and amortization. Costs associated with the development, construction, renovation and improvement of real estate assets are capitalized. Interest, property taxes and other costs associated with development incurred during the construction period are capitalized as building costs. Expenditures for maintenance and repairs are charged to expense as incurred. Major replacements and betterments that improve or extend the life of the asset are capitalized. Depreciation is computed using the straight-line method over the estimated useful lives of the assets, which are generally between 3 and 39 years. The cost of real estate sold, or otherwise disposed of, and the related accumulated depreciation or amortization, are removed from the accounts and any gain or loss is reflected in earnings.

 

Intangible lease rights represent the value assigned to one property that is subject to a land and building lease.

 

Intangible Assets — Tenant Relationships

 

In connection with the Company’s acquisition of real estate assets, the purchase price is allocated to the tangible and intangible assets and liabilities acquired based on their estimated fair values. The values of the tangible assets, consisting of land and buildings, are determined as if vacant, that is, at replacement cost. Intangible assets, which represent the value of tenant relationships, are recorded at their fair values.

 

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Table of Contents

 

ESS PRISA III LLC

Notes to Unaudited Financial Statements (continued)

(dollars in thousands)

 

1. Description of Business and Summary of Significant Accounting Policies (continued)

 

Because the Company’s leases are month-to-month, no value is assigned to acquired in-place leases other than the tenant relationships, which are recorded at their fair values based on the avoided cost to replace the current leases. The Company measures the value of tenant relationships based on the rent lost due to the amount of time required to replace existing customers which is based on the Company’s historical experience with turnover in its facilities. The Company amortizes the tenant relationships on a straight-line basis over the estimated life that a tenant utilizes the facility (18 months).

 

Asset Impairment

 

The Company evaluates real estate assets, which are held for use, for impairment whenever events or circumstances indicate an impairment may exist. An impairment loss is recorded if the net carrying value of the asset exceeds the undiscounted future net operating cash flows attributable to the asset. The impairment loss recognized equals the excess of net carrying value over the related fair value of the asset.

 

When real estate assets are identified as held for sale, the Company discontinues depreciating the assets and estimates the fair value, net of selling costs. If the estimated fair value, net of selling costs, is less than the net carrying value of the asset, a valuation allowance is established. The operations of assets classified as held for sale or sold during the period are presented as discontinued operations.

 

Fair Value of Financial Instruments

 

The carrying values of cash and cash equivalents, restricted cash, accounts receivable, payable to related party, accounts payable and accrued expenses at June 30, 2012 approximate fair value due to the short-term nature of these instruments. The fair value of the note payable at June 30, 2012, which was based on the present value of estimated future cash flows using interest rates available to the Company for similar debt, was approximately $145,000.

 

Revenue and Expense Recognition

 

Rental revenues are recognized as earned based upon amounts that are currently due from tenants. Leases are generally on month-to-month terms. Prepaid rents are recognized on a straight-line basis over the term of the leases. Promotional discounts are recognized as a reduction to rental income over the promotional period. Late charges, administrative fees, merchandise sales and truck rentals are recognized in other income when earned. Interest income is recognized as earned.

 

Property expenses, including utilities, repairs and maintenance and other costs to manage the facilities are recognized as incurred. The Company accrues for property tax expense based upon estimates and historical trends.

 

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Table of Contents

 

SIGNATURES

 

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

 

 

EXTRA SPACE STORAGE INC.

 

 

 

Date: September 18, 2012

By

/s/ P. Scott Stubbs

 

 

Name:

P. Scott Stubbs

 

 

Title:

Executive Vice President and Chief

 

 

 

Financial Officer

 

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Table of Contents

 

EXHIBITS

 

Exhibit
Number

 

Description of Exhibit

 

 

 

10.1

 

Membership Interest Purchase Agreement, dated as of April 13, 2012, between Extra Space Properties Sixty Three LLC and PRISA III Co-Investment LLC (incorporated by reference to the Company’s Form 8-K filed on April 16, 2012).

 

 

 

23.1

 

Consent of Ernst & Young LLP, Independent Auditors.

 

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