2021 ANNUAL REPORT
INNOVATE IMPLEMENT GROW
Go to https://www.extraspace.com/annualreport/2021/ to view our online annual report.
PORTFOLIO
OVER 2,000
LOCATIONS IN
41 STATES
PLATFORM
~40% OF RENTALS
THROUGH “CONTACTLESS”
CHANNELS
PERFORMANCE
30.9% CORE
FFO GROWTH
PEOPLE
4,000+
MEMBERS OF
#TEAMEXTRASPACE
EXTERNAL
GROWTH
$1.3 BILLION IN
ACQUISITION
INVESTMENT
SUSTAINABILITY
2021 & 2022 NAREIT
LEADER IN THE LIGHT
WINNER
JOSEPH D. MARGOLIS
Chief Executive Officer
19.7%
2021 SAME-STORE
NOI GROWTH
DEAR FELLOW SHAREHOLDERS
As we navigated the barrage of challenges that impacted our
industry in 2020, our team embraced the mantra of “innovating
for a better tomorrow.” In 2021, that better tomorrow certainly
came. This year was record-breaking by almost every measure.
Strong self-storage fundamentals, enhanced by persistent
innovation and consistent execution, led to historically high same-
store revenue growth, net operating income growth, and Core
FFO growth per share. While I am thrilled with the results, I am
even more impressed by the process. Despite the everchanging
landscape over the last couple of years, our team put their heads
down and continued to innovate, implement, and grow.
Our team’s ability to innovate, implement and grow took performance
to new heights in 2021. We achieved record high occupancy, peaking
at over 97%, and average occupancy for the year of 96.2%. Our high
occupancy, strong demand, and muted vacates, resulted in average
realized rent per square foot growth of 10.6% for our same-store
pool. Occupancy and rate growth led to same-store revenue growth
of 13.8% and same-store NOI growth of 19.7%, the highest we have
experienced in our history as a public company. Our investments
also generated significant accretion, resulting in total 2021 Core FFO
growth per share of 30.9%. Our exceptional performance allowed our
board to increase our dividend twice during 2021, for a total increase
of 38.9%. 2021 was a banner year by all measures; here are a few
highlights from our team’s efforts to innovate, implement and grow.
INNOVATE
Our team looks to constantly improve every aspect of our operation.
For example, in 2020, we quickly completed the rollout of our
“Rapid Rental” online leasing platform, allowing customers to
complete the full leasing process contact-free, at any time of day.
In 2021, we continued to enhance the platform optimizing our sales
process, our customer service, our pricing, and our product offering.
1
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT 101%
TOTAL 1-YEAR RETURN
TO SHAREHOLDERS
We saw efficiencies to our staffing models yield
payroll savings, while still maximizing revenue.
We realized reductions in our pay-per-click
advertising and still increased opportunities and
conversion rates through search engine optimization
techniques. We experienced accelerated rental
rate growth through new approaches to customer
pricing. We saw improvement in our customer
service levels, with over 70% of service calls
resolved on the first contact. Finally, we continued
to integrate ESG principles throughout the business
We introduced additional rental channels by
and brought our reporting into compliance with
implementing kiosks, QR codes, and call center
the SASB and TCFD frameworks. As we continue
agent assisted rentals. By the end of 2021,
to invest in our solar program, our diversity and
approximately 40% of our monthly rentals were
inclusion efforts, our environmental reporting and
through channels that didn’t exist 18 months prior.
more, we received a three green star rating by
These innovations are expected to reduce operating
GRESB and were named a “Leader in the Light”
expenses and to improve the customer experience.
by NAREIT for the second consecutive year.
We also innovated in our approach to raising capital.
Our evolving balance sheet has been transforming
into one that reflects the stable, mature company
Extra Space Storage has become. This evolution
qualified us for a second investment grade issuer
credit rating of Baa2 stable from Moody’s Investor
Service to accompany our existing BBB rating with
a stable outlook from S&P Global Ratings. Our
ratings provided us access to the public investment
grade debt markets, which allowed us to raise over
$1 billion in 10-year debt capital at a weighted cost
of 2.44%.
We will continue to promote innovation by every
team at Extra Space Storage in 2022.
IMPLEMENT
The Extra Space team has proven we can adapt
GROW
Due to the fragmented nature of our industry,
we continue to consolidate the industry through
external growth. Acquisition volume in the storage
industry reached new all-time highs with four
portfolios trading at price tags of over $1 billion.
Our focus has always been on accretive growth,
rather than growth for growth’s sake. Instead of
focusing on the competitive brokered market of
large portfolio deals, we focused our efforts on off-
market acquisition of lease-up properties through
our deep industry relationships. We purchased 66%
of our properties from joint ventures, our third-
party management platform, or our bridge loan
platform. We also looked to structure many of these
transactions with joint venture partners or through
other creative structures, resulting in initial and
quickly to new operating environments. With each
stabilized yields above market levels. Through these
new change in stride, the team has exceeded my
efforts, we acquired 119 stores for a total price of
expectations with our ability to implement new
$2.0 billion, investing $1.3 billion of our capital,
ideas, new policies, and new technologies.
with the balance contributed by partners.
For example, after testing the efficacy of
enhancements to our pricing, marketing, and
customer service strategies, we seamlessly
implemented them into our operating platform.
In addition to acquisitions, we had an active year
on the third-party management front. We added
265 stores to the platform, ending the year at
2
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT 828 third-party managed stores, the largest
highlighted by outsized short and long-term Core-
platform in the industry. The addition of these
FFO growth, dividend growth, and the sector’s best
stores was a primary driver of management fees
1-year and 10-year total shareholder returns.
as well as tenant insurance income growth.
These results are made possible by the best team
Our bridge loan program also grew steadily through
in the industry. For many years we have had the
the year, with total origination of $333 million in
goal of recruiting, developing, and retaining diverse
mortgage and mezzanine loans. As planned, we
top talent, and today we are 4,300 strong across
sold a significant portion of the mortgage loans to
41 states. Team Extra Space is the lifeblood of our
debt partners. Net origination was $156 million,
company, and they are the driving force behind the
with a weighted average interest rate of 5.9%.
results. I continue to be impressed with the integrity,
We also acquired 13 of the properties serving as
excellence, innovation, teamwork and passion that
collateral for loans, totaling $161 million.
they bring to work every day to grow our company
SUCCESS
To innovate, implement, and grow is in our DNA,
and it didn’t just yield great results in 2021.
This philosophy has driven a better experience
for our customers, a better working environment
for our team, and a more sustainable national
portfolio. Our approach has also driven steady
outperformance in the REIT and storage industries,
OUTSTANDING 10-YEAR TOTAL RETURN
and our investment as fellow shareholders.
JOE MARGOLIS
Chief Executive Officer
#TeamExtraSpace
1,209%
1,131%
796%
793%
674%
527%
S&P 500®
US REIT Index
98%
363%
361%
290%
3
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT CORPORATE
SUSTAINABILITY
good stewards of the planet along with being good
stewards of our shareholders’ capital.
We are proud to have been recognized for our
sustainability efforts by thought leaders, including
Extra Space is dedicated to implementing
GRESB, S&P Global SAM, and Sustainalytics. Our
Environmental, Social, and Governance best
record for improvement in our benchmark ratings
practices because they enable us to maintain
shows our focus on becoming better and better each
consistent performance in an everchanging world.
year, and we are proud to be the only storage company
These sustainability initiatives are based on a
to receive NAREIT’s Leader in the Light Award
long-term perspective for our company; we are
recognizing our efforts.
building Extra Space Storage to be a strong,
successful enterprise for decades to come.
Learn more about our initiatives in our Annual
Sustainability Report, including details about solar
Strong ESG policies and practices benefit
power, diversity and inclusion, portfolio resilience,
shareholders, communities, employees, customers,
and corporate governance initiatives:
and the environment. We are committed to being
ir.extraspace.com/sustainability.
LOW CONSUMPTION AND EMISSIONS INTENSITY
RELATIVE TO OTHER ASSET CLASSES1
CARBON EMISSION
(MTC02e/SF)
ENERGY CONSUMPTION 2
(MWh/SF)
WATER CONSUMPTION
(Kgal/SF)
WASTE PRODUCTION
(Lbs/SF)
0.0023
71%
LESS
0.0007
0.0053
60%
LESS
0.0021
0.0103
81%
LESS
0.0020
1.2121
85%
LESS
0.1840
Extra Space Storage
Real Estate Sector Average
1. Real Estate Sector Average data from Urban Land Institute, Greenprint Performance Report, Volume 12, and includes multifamily, office, industrial, retail sectors (hospitality,
which was previously included was removed in Volume 12). Extra Space Storage intensity data is for all properties managed during 2021 as provided in the appendix to this report.
2. Extra Space Storage energy consumption reported net of solar energy produced and consumed on site within the portfolio.
GRESB SCORE
OVER TIME
56
59
46
73
2021 & 2022
HIGHEST RATED U.S. SELF
STORAGE REIT FOR FIFTH
CONSECUTIVE YEAR
2018
2019
2020
2021
LEADER IN THE LIGHT
AWARD WINNER
4
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT SOCIAL HIGHLIGHTS
• Forbes: Best Mid-size Employer
• Launched Diversity and Inclusion Employee
Resource Groups
• Salt Lake Tribune: Best Places to Work
• Workplace Wellness Council: Platinum Award
• Extra Space Employees donate 500,000 meals
to Feeding America food banks
• Partnership with “Ticket to Dream” charity
supporting foster kids
ENVIRONMENTAL HIGHLIGHTS
• 14.8% reduction in Greenhouse Gas (GhG)
emissions per square foot (Scope 1 & 2)
• 53% of REIT Owned Locations with Solar Panels
• $17.7 Million in solar investment in 2021
• 5.7% reduction in energy use per square foot
(net of solar production)
• Saved over 15 million sheets of paper through
digital lease initiative (program to date)
• 60% increase in waste diverted to recycling
centers rather than to landfills
• 100% of REIT Store lighting fixtures updated to
efficient LED or T-8 lighting systems
GOVERNANCE HIGHLIGHTS
• NAREIT “Leader in the Light” award 2021
• Lead independent director of board and
independent director lead Audit, Compensation
and Nominating/Governance Committees
• Annual advisory vote to approve executive
compensation
• Separate Chairman and CEO
• Stockholder ability to amend bylaws
• 22% of our Board is female
• 2/3 of our directors are independent
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT
5
FINANCIAL HIGHLIGHTS
SELECTED DATA
Dollars in thousands, except share data
Year Ended December 31,
2021
2020
2019
OPERATING DATA:
Total revenues
Operating expenses
General and administrative expenses
Depreciation and amortization
Interest expense
Equity in earnings of real estate ventures
Net income
OTHER DATA:
FFO(1) - diluted
Weighted average number of shares diluted(2)
Cash dividends paid per common share
Same-store property occupancy at year end
BALANCE SHEET DATA:
Total Assets
Total Debt
Noncontrolling interests
Total stockholders’ equity
$ 1,577,362
398,096
$
102,194
$
241,879
$
166,183
$
32,358
$
877,758
$
$ 1,356,212
387,109
$
96,594
$
224,444
$
172,301
$
22,361
$
517,582
$
$ 1,308,454
365,426
$
89,418
$
219,857
$
191,268
$
$
11,274
451,123
$
$
973,966
140,988,683
4.50
$
95.3%
$
722,485
137,858,441
3.60
$
94.8%
$
667,888
137,908,327
3.56
$
92.4%
$ 10,474,477
$ 5,957,747
$
669,480
$ 3,116,496
$ 9,395,848
$ 5,746,303
$
388,345
$ 2,547,779
$ 8,532,377
$ 5,046,486
$
381,733
$ 2,539,961
(1) Funds from Operations (“FFO”) is defined under Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations of the Company’s Form
10-K, enclosed and filed with the U.S. Securities and Exchange Commission. A copy of the Company’s Form 10-K is also available at no charge on its investor relations website
at https://ir.extraspace.com.
(2) Extra Space Storage, L.P. (the “Operating Partnership”) has preferred and common operating partnership units (“OP units”). These OP units can be redeemed for shares of
the Company’s common stock. Redemption of all OP units has been assumed for purposes of calculating FFO per share, and the weighted average number of shares – diluted.
The computation of weighted average shares for FFO – diluted also includes the effect of share – based compensation plans using the treasury stock method.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
Among Extra Space Storage Inc., the S&P 500 Index, and the FTSE Nareit Equity REITs Index
12/16
12/17
12/18
12/19
12/20
12/21
$400
$350
$300
$250
$200
$150
$100
$50
$0
Extra Space Storage Inc.
S&P 500
FTSE Nareit Equity REITs
*$100 invested on 12/31/16 in stock or index, including reinvestment of dividends. Fiscal year ending December 31.
Copyright © 2022 Standard & Poor’s, a division of S&P Global. All rights reserved.
6
EXTRA SPACE STORAGE INC. 2021 ANNUAL REPORT
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
☒
☐
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 2021
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from to
.
Commission File Number: 001-32269
EXTRA SPACE STORAGE INC.
(Exact name of registrant as specified in its charter)
Maryland
(State or other jurisdiction of
incorporation or organization)
20-1076777
(I.R.S. Employer
Identification No.)
2795 East Cottonwood Parkway, Suite 300
Salt Lake City, Utah 84121
(Address of principal executive offices and zip code)
Registrant’s telephone number, including area code: (801) 365-4600
Securities Registered Pursuant to Section 12(b) of the Act:
Title of each class
Common Stock, $0.01 par value
Trading symbol
EXR
Name of each exchange on which registered
New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes x No ¨
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. Yes ¨ No x
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 ¨
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant
to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit such files). Yes x No ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”
and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer ☒
Non-accelerated filer ☐
Accelerated filer
Smaller reporting company
Emerging growth company
☐
☐
☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨
Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness
of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public
accounting firm that prepared or issued its audit report.
x
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
The aggregate market value of the common stock held by non-affiliates of the registrant was $21,458,986,411 based upon the closing
price on the New York Stock Exchange on June 30, 2021, the last business day of the registrant’s most recently completed second fiscal
quarter. This calculation does not reflect a determination that persons whose shares are excluded from the computation are affiliates for any
other purpose.
The number of shares outstanding of the registrant’s common stock, $0.01 par value per share, as of February 22, 2022 was
134,152,540.
Documents Incorporated by Reference
Portions of the registrant’s definitive proxy statement to be issued in connection with the registrant’s annual stockholders’ meeting to be
held in 2022 are incorporated by reference into Part III of this Annual Report on Form 10-K.
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Extra Space Storage Inc.
Annual Report on Form 10-K
For the Year Ended December 31, 2021
Table of Contents
PART I
Business
Item 1.
Item 1A. Risk Factors
Item 1B. Unresolved Staff Comments
Item 2.
Properties
Legal Proceedings
Item 3.
Item 4. Mine Safety Disclosures
PART II
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Selected Financial Data
Item 6.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Item 8.
Financial Statements and Supplementary Data
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
Item 9.
Item 9A. Controls and Procedures
Item 9B. Other Information
Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
PART III
Item 10. Directors, Executive Officers and Corporate Governance
Item 11. Executive Compensation
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Item 13. Certain Relationships and Related Transactions, and Director Independence
Item 14. Principal Accounting Fees and Services
PART IV
Item 15. Exhibits and Financial Statement Schedules
Item 16. Form 10-K Summary
SIGNATURES
2
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Statements Regarding 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 estimates 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 I. Item 1A. Risk Factors” below. Such factors include, but are not limited to:
•
•
•
•
•
•
•
•
•
•
•
•
•
adverse changes in general economic conditions, the real estate industry and in the markets in which we operate;
failure to close pending acquisitions and developments on expected terms, or at all;
the effect of competition from new and existing stores or other storage alternatives, which could cause rents and
occupancy rates to decline;
potential liability for uninsured losses and environmental contamination;
the impact of the regulatory environment as well as national, state, and local laws and regulations including, without
limitation, those governing real estate investment trusts (“REITs”), tenant reinsurance and other aspects of our
business, which could adversely affect our results;
disruptions in credit and financial markets and resulting difficulties in raising capital or obtaining credit at reasonable
rates or at all, which could impede our ability to grow;
impacts from the COVID-19 pandemic or the future outbreak of other highly infectious or contagious diseases,
including reduced demand for self-storage space and ancillary products and services such as tenant reinsurance, and
potential decreases in occupancy and rental rates and staffing levels, which could adversely affect our results;
increased interest rates;
reductions in asset valuations and related impairment charges;
our lack of sole decision-making authority with respect to our joint venture investments;
the effect of recent or future changes to U.S. tax laws;
the failure to maintain our REIT status for U.S. federal income tax purposes; and
economic uncertainty due to the impact of natural disasters, war or terrorism, which could adversely affect our
business plan.
The forward-looking statements are based on our beliefs, assumptions and expectations of our future performance, taking
into account all information currently available to us. These beliefs, assumptions and expectations are subject to risks and
uncertainties and can change as a result of many possible events or factors, not all of which are known to us. If a change
occurs, our business, financial condition, liquidity and results of operations may vary materially from those expressed in our
forward-looking statements. You should carefully consider these risks before you make an investment decision with respect to
our securities.
We disclaim any duty or obligation to update or revise any forward-looking statements set forth in this Annual Report on
Form 10-K to reflect new information, future events or otherwise.
3
Item 1.
General
Business
PART I
Extra Space Storage Inc. (“we,” “our,” “us” or 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,
develop and redevelop self-storage properties (“stores”). We closed our initial public offering (“IPO”) on August 17, 2004. Our
common stock is traded on the New York Stock Exchange under the symbol “EXR.”
We were formed to continue the business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-
storage business since 1977. These companies were reorganized after the consummation of our IPO and various formation
transactions. As of December 31, 2021 we owned and/or operated 2,096 stores in 41 states, and Washington, D.C., comprising
approximately 160.9 million square feet of net rentable space in approximately 1.5 million units.
We operate in two distinct segments: (1) self-storage operations; and (2) tenant reinsurance. Our self-storage operations
activities include rental operations of wholly-owned stores. Tenant reinsurance activities include the reinsurance of risks
relating to the loss of goods stored by tenants in our stores. For more information and comparative financial and other
information on our reportable business segments, refer to the segment information footnote in the notes to the consolidated
financial statements in Item 8 of this Form 10-K.
Substantially all of our business is conducted through Extra Space Storage LP (the “Operating Partnership”). Our 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. We have elected to be taxed as a REIT under the Internal Revenue Code of 1986, as
amended (the “Internal Revenue Code”). To the extent we continue to qualify as a REIT we will not be subject to U.S. federal
tax, with certain exceptions, on our REIT taxable income that is distributed to our stockholders.
We file our annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K, and all
amendments to those reports with the Securities and Exchange Commission (the “SEC”). You may obtain copies of these
documents by visiting the SEC’s website at www.sec.gov. In addition, as soon as reasonably practicable after such materials are
furnished to the SEC, we make copies of these documents available to the public free of charge through our website at
www.extraspace.com, or by contacting our Secretary at our principal offices, which are located at 2795 East Cottonwood
Parkway, Suite 300, Salt Lake City, Utah 84121, telephone number (801) 365-4600.
Management
Members of our executive management team have significant experience in all aspects of the self-storage industry. Our
executive management team and their years of industry experience are as follows: Joseph D. Margolis, Chief Executive Officer,
17 years; Scott Stubbs, Executive Vice President and Chief Financial Officer, 21 years; Samrat Sondhi, Executive Vice
President and Chief Marketing Officer, 19 years; Gwyn McNeal, Executive Vice President and Chief Legal Officer, 16 years;
Matt Herrington, Executive Vice President and Chief Operations Officer, 14 years; Noah Springer, Executive Vice President
and Chief Strategy and Partnership Officer, 16 years; Zach Dickens, Executive Vice President and Chief Investment Officer, 19
years.
Our executive management team and board of directors have an ownership position in the Company with executive
officers and directors owning approximately 2,054,059 shares or 1.5% of our outstanding common stock as of February 22,
2022.
Industry & Competition
Stores offer month-to-month rental of storage space for personal or business use. Tenants typically rent fully enclosed
spaces that vary in size and typically range from 5 feet by 5 feet to 20 feet by 20 feet, with an interior height of 8 feet to 12 feet.
Tenants have responsibility for moving their items into and out of their units. Stores generally have on-site managers who
supervise and run the day-to-day operations, providing tenants with assistance as needed.
Self-storage provides a convenient way for individuals and businesses to store their possessions due to life changes, or
simply because of a need for storage space. The mix of residential tenants using a store is determined by a store’s local
demographics and often includes people who are experiencing life changes such as downsizing their living space or others who
4
are not yet settled into a permanent residence. Items that tenants place in self-storage are typically furniture, household items
and appliances. Commercial tenants tend to include small business owners who require easy and frequent access to their goods,
records, inventory or storage for seasonal goods.
Our research has shown that tenants choose a store based primarily on the convenience of the site to their home or
business, making high-density, high-traffic population centers ideal locations for stores. A store’s visibility on the internet,
price, perceived security, cleanliness, and the general professionalism of the store managers and staff are also contributing
factors to a store’s ability to successfully secure rentals. Although most stores are leased to tenants on a month-to-month basis,
tenants tend to continue their leases for extended periods of time.
The self-storage business is subject to seasonal fluctuations. A greater portion of revenues and profits are typically
realized from May through September. Historically, our highest level of occupancy has been at the end of July, while our
lowest level of occupancy has been in late February and early March.
The self-storage industry is a mature industry that has seen the average occupancy continue to increase. According to the
Self-Storage Almanac (the “Almanac”), the national average physical occupancy rate was 90.2% of net rentable square feet in
2015, compared to an average physical occupancy rate of 94.5% in 2021. Our average occupancy for wholly-owned stores for
2021 was 94.8%.
The industry is also characterized by fragmented ownership. According to the Almanac, as of the end of 2021, the top ten
self-storage companies in the United States operated approximately 21.9% of the total U.S. stores, and the top 50 self-storage
companies operated approximately 27.9% of the total U.S. stores. We believe this fragmentation will contribute to continued
consolidation at some level in the future.
We believe that we are well positioned to compete for acquisitions. We have encountered competition when we have
sought to acquire existing operating stores, especially for brokered portfolios. Competitive bidding practices have been
commonplace between both public and private entities, and this will likely continue.
We are the second largest self-storage operator in the United States. Our four primary competitors who are public self-
storage REITs are CubeSmart, Life Storage, National Storage Affiliates and Public Storage.
Long-Term Growth and Investment Strategies
Our primary business objectives are to maximize cash flow available for distribution to our stockholders and to achieve
sustainable long-term growth in cash flow per share in order to maximize long-term stockholder value both at acceptable levels
of risk. We continue to evaluate a range of growth initiatives and opportunities. Our primary strategies include the following:
Maximize the performance of our stores through strategic, efficient and proactive management
We pursue revenue-generating and expense-minimizing opportunities in our operations. Our revenue management team
seeks to maximize revenue by responding to changing market conditions through our advanced technology systems' ability to
provide real-time, interactive rental rate and discount management. Our size allows us greater ability than the majority of our
competitors to implement more effective online marketing programs, which we believe will attract more customers to our stores
at a lower net cost.
We continually analyze our portfolio to look for long-term value-enhancing opportunities. We proactively redevelop
properties to add units or modify existing unit mix to better meet the demand in a given market and to maximize revenue. We
also redevelop properties to reduce their effective useful age, increase visual appeal, enhance security and to improve brand
consistency across the portfolio.
Acquire self-storage stores
Our acquisitions team continues to pursue the acquisition of multi-store portfolios and single stores which can range from
fully occupied to various stages of lease-up that we believe can provide stockholder value. We have established a reputation as
a reliable, ethical buyer, which we believe enhances our ability to negotiate and close acquisitions. In addition, we believe our
status as an UPREIT enables flexibility when structuring deals. We remain a disciplined buyer and only execute acquisitions
that we believe will strengthen our portfolio and increase stockholder value.
In addition to the pursuit of operating stores, from time to time we develop stores from the ground up and provide the
construction capital. We also purchase stores at the completion of construction from third party developers, who build to our
specifications. These stores purchased at completion of construction (a "Certificate of Occupancy store"), create additional
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long-term value for our stockholders. We are typically able to acquire these assets at a lower price than a stabilized store, and
expect greater long term returns on these stores on average. However, in the short term, these acquisitions cause dilution to our
earnings during the two-to-four year period required to lease up the Certificate of Occupancy stores. We expect that this trend
will continue as we continue to acquire Certificate of Occupancy stores.
Grow our management business
Our management business enables us to generate increased revenues through management fees as well as expand our
geographic footprint, data sophistication and scale with little capital investment. We believe this expanded footprint enables us
to reduce our operating costs through economies of scale. In addition, we see our management business as a future acquisition
pipeline. We pursue strategic relationships with owners whose stores would enhance our portfolio in the event an opportunity
arises to acquire such stores.
Expand our bridge loan program
To broaden the opportunities available, we have a bridge lending program, under which we provide financing to operating
properties that we manage. This program helps us increase our management business, create additional future acquisition
opportunities, and strengthen our relationships with partners, all while generating interest and fee income. We generally
originate mortgage loans and mezzanine loans, with the intent to sell many of the mortgage loans to third parties, while
retaining our interests in the mezzanine loans.
Invest in other self-storage businesses selectively
We have made investments in preferred stock of other self-storage companies. These investments benefit us by providing
dividend income, increasing our management business, and creating additional future acquisition opportunities through
relationships with the companies in which we invest. We may pursue additional investment opportunities as they become
available.
Financing of Our Long-Term Growth Strategies
Acquisition and Development Financing
As a REIT, we are required to distribute at least 90% of our REIT taxable income to our stockholders. Consequently, we
require access to additional sources of capital to fund our growth. We expect to maintain a flexible approach to financing
growth. We plan to finance future acquisitions through a diverse capital optimization strategy which includes but is not limited
to: cash generated from operations, borrowings under our revolving lines of credit (the "Credit Lines"), secured and unsecured
financing, equity offerings, joint ventures and the sale of stores.
Credit Lines - We have two credit lines which we primarily use as short-term bridge financing until we obtain longer-
term financing through either debt or equity. As of December 31, 2021, our Credit Lines had available capacity of $1.4 billion,
of which $855.0 million was undrawn.
Secured and Unsecured Debt - We primarily use public bonds, unsecured private placement bonds and unsecured bank
term loans to finance store acquisitions and development efforts. We will continue to utilize a combination of secured and
unsecured financing for future store acquisitions and development. As of December 31, 2021, we had $1.3 billion of secured
notes payable and $4.1 billion of unsecured notes payable outstanding compared to $2.2 billion of secured notes payable and
$3.2 billion of unsecured notes payable and senior exchangeable notes outstanding as of December 31, 2020.
Equity - We have an active "at the market" ("ATM") program for selling stock. We sell stock under the ATM program
from time to time to raise capital when we believe conditions are advantageous. During the year ended December 31, 2021, we
issued 585,685 shares of common stock through our ATM program and received net proceeds of approximately $66.6 million.
We also sold 1,600,000 shares of common stock in a registered offering structured as a bought deal at a price of $129.13 per
share resulting in net proceeds of $206.6 million. During the year ended December 31, 2020, we issued 899,048 shares of
common stock through our ATM program and received net proceeds of approximately $103.5 million.
We view equity interests in our Operating Partnership as another source of capital that can provide an attractive tax
planning opportunity to sellers of real estate. We issue common and preferred Operating Partnership units to sellers in certain
acquisitions. Common Operating Partnership units receive distributions equal to the dividends on common stock, while
Preferred Operating Partnership units receive distributions at various negotiated rates. We may issue additional units in the
future when circumstances are favorable.
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Joint Ventures - As of December 31, 2021, we owned 287 of our stores through joint ventures with third parties. Our
joint venture partners typically provide most of the equity capital required for the acquisition of stores owned in these joint
ventures. Most joint venture agreements include buy-sell rights, as well as rights of first offer in connection with the sale of
stores by the joint venture. We manage the day-to-day operations of the stores owned in these joint ventures and have the right
to participate in major decisions relating to sales of stores or financings by the applicable joint venture, but do not control the
joint ventures.
Sale of Properties - We have not historically sold a high volume of stores, as we generally believe we are able to
optimize the cash flow from stores through continued operations. However, we may sell more stores or interests in stores in the
future in response to changing economic, financial or investment conditions. For the year ended December 31, 2021, we sold
16 stores for $200.3 million. For the year ended December 31, 2020, we sold four stores located in Florida for $46.6 million.
For the year ended December 31, 2019, we sold one store located in New York for $11.3 million.
Regulation
Generally, stores are subject to various laws, ordinances and regulations, including regulations relating to lien sale rights
and procedures and the Americans with Disabilities Act of 1990. Changes in any of these laws or regulations, as well as
changes in laws, such as the Comprehensive Environmental Response and Compensation Liability Act, which increase the
potential liability for environmental conditions or circumstances existing or created by tenants or others on stores, or laws
affecting development, construction, operation, upkeep, safety and taxation may result in significant unanticipated expenditures,
loss of stores or other impairments to operations, which would adversely affect our financial position, results of operations or
cash flows. In addition, noncompliance with any of these laws, ordinances or regulations could result in the imposition of fines
or an award of damages to private litigants and also could require substantial capital expenditures to ensure compliance.
Insurance activities are subject to state insurance laws and regulations as determined by the particular insurance
commissioner for each state in accordance with the McCarran-Ferguson Act, and are subject to the Gramm-Leach-Bliley Act
and the privacy regulations promulgated by the Federal Trade Commission pursuant thereto. Store management activities may
be subject to state real estate brokerage laws and regulations as determined by the particular real estate commission for each
state. Our collection and processing of personal information may be subject to various data privacy and security laws, which
govern the collection, use, disclosure of personal information and are constantly evolving, may conflict with each other to
complicate compliance efforts and can results in investigations, proceedings, or actions that lead to significant civil and/or
criminal penalties and restrictions on data processing. Changes in any of the laws governing our conduct could have an adverse
impact on our ability to conduct our business or could materially affect our financial position, results of operations or cash
flows.
Human Capital
At Extra Space, our culture is driven by our belief that our people are a key driver in our success. We believe that if we
focus on attracting, developing, and retaining diverse top talent at all levels of the organization, our employees will take care of
our customers and drive growth for our shareholders.
As of December 31, 2021, we had 4,309 employees and believe our relationship with our employees is good. Our
employees are not represented by a collective bargaining agreement. In 2021, we invited our employees to participate in an
employee satisfaction survey. We achieved an overall satisfaction score of 74% with over 78% of our employees participating
in our survey.
Compensation, Health and Well Being
The Company offers competitive health benefits and encourages its employees to participate in employee health and
wellness programs. Over 60% of our employees who are enrolled in our health plan participate in these programs. We offer
individualized counseling to our employees to assist them with their journey towards better health. We also offer other health-
oriented benefits such as smoking cessation programs and a fitness program that allows for reimbursements to employees for
expenses incurred relating to fit-friendly activities, sports or exercise equipment.
Training and Development
In order to attract and retain diverse top talent, we offer training and development opportunities for our employees. In
2021, we invested in training and development for our employees, which included leadership training, communication training,
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individual learning plans, site manager training and mentorship programs. Our field employees received on average 8 hours of
training in 2021 and each new hire received an average of 82 hours of training in 2021. Additionally, the Company provides its
employees with an education assistance program through Western Governors University that allows our employees a path to an
undergraduate degree in business or information technology through scholarships and other assistance.
The Company has always valued the safety of our employees and provides regular training for our employees to increase
safety at our sites. During 2021, we continued to make masks and other protective equipment available to our employees. We
also paid out more than $500,000 to employees in an effort to encourage our employees to get vaccinated against COVID-19. In
addition, we paid out more than $380,000 in relief pay to our employees who were unable to work due to testing positive for
COVID-19.
Diversity and Inclusion
The Company values diversity and inclusion and undertakes a wide spectrum of initiatives to attract and retain a diverse
workforce. During 2021, the Company launched four employee resource groups that provide our employees a space to build
community by celebrating their culture, providing mentoring opportunities and developing educational content for Extra Space.
The Company will continue to implement and pursue diversity and inclusion initiatives and goals that allow us to attract and
retain top talent, improve employee engagement, increase innovation and customer insight and enhance the quality of our
decision making. Forbes Magazine recently named the Company as a Best Employer for Diversity in 2020.
Our employee population is approximately 48% female and approximately 48% have self-identified as people of color:
Black or African American (16%), Hispanic or Latino (21%), Asian (3%), of two or more races (4%), Native American (0.5%),
and Pacific Islander (0.5%).
We believe that our emphasis on training and development, employee safety, employee health and well-being, and a
commitment to diversity and inclusion leads to an increase in employee productivity and positions us to attract and retain top
diverse talent.
Item 1A. Risk Factors
An investment in our securities involves various risks. All investors should carefully consider the following risk factors in
conjunction with the other information contained in this Annual Report before trading in our securities. If any of the events set
forth in the following risks actually occur, our business, operating results, prospects and financial condition could be harmed.
Our performance is subject to risks associated with real estate investments. We are a real estate company that derives our
income from the operation of our stores. There are a number of factors that may adversely affect the income that our stores
generate, including the following:
Risks Related to Our Stores and Operations
Adverse economic or other conditions in the markets in which we do business could negatively affect our occupancy levels
and rental rates and therefore our operating results.
Our revenues and net operating income can be negatively impacted by general economic factors that lead to a reduction
in demand for rental space in the markets in which we operate.
If we are unable to promptly re-let our units or if the rates upon such re-letting are significantly lower than expected, our
business and results of operations would be adversely affected.
Virtually all of our leases are on a month-to-month basis. Any delay in re-letting units as vacancies arise would reduce
our revenues and harm our operating results. In addition, lower than expected rental rates upon re-letting could adversely affect
our revenues and impede our growth.
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Uninsured losses or losses in excess of our insurance coverage could adversely affect our financial condition and our cash
flow.
We maintain comprehensive property and casualty insurance policies, including liability, fire, flood, earthquake, wind (as
we deem necessary or as required by our lenders), umbrella coverage and rental loss insurance with respect to our stores.
Certain types of losses, however, may be either uninsurable, not economically insurable, or coverage may be excluded on
certain policies, such as losses due to earthquakes, hurricanes, tornadoes, riots, acts of war, terrorism, or social engineering.
Should an uninsured loss occur, we could lose both our investment in and anticipated profits and cash flow from a store. In
addition, if any such loss is insured, we may be required to pay significant amounts on any claim for recovery of such a loss
prior to our insurer being obligated to reimburse us for the loss, or the amount of the loss may exceed our coverage for the loss.
As a result, our operating results may be adversely affected.
Legal disputes, settlement and defense costs could have an adverse effect on our operating results.
From time to time we have to make monetary settlements or defend actions or arbitration (including class actions) to
resolve tenant, employment-related or other claims and disputes. Settling any such liabilities could negatively impact our
operating results and cash available for distribution to stockholders, and could also adversely affect our ability to sell, lease,
operate or encumber affected properties.
Our tenant reinsurance business is subject to significant governmental regulation, which may adversely affect our results.
Our tenant reinsurance business is subject to significant governmental regulation. The regulatory authorities generally
have broad discretion to grant, renew and revoke licenses and approvals, to promulgate, interpret and implement regulations,
and to evaluate compliance with regulations through periodic examinations, audits and investigations of the affairs of insurance
providers. As a result of regulatory or private action in any jurisdiction, we may be temporarily or permanently suspended from
continuing some or all of our reinsurance activities, or otherwise fined or penalized or suffer an adverse judgment, which could
adversely affect our business and results of operations.
Environmental compliance costs and liabilities associated with operating our stores may adversely affect our results of
operations.
Under various U.S. federal, state and local laws, ordinances and regulations, a current or previous owner, developer or
operator of real estate may be liable for the costs of removal or remediation of certain hazardous or toxic substances, which
could be substantial. Such laws often impose liability without regard to whether the owner or operator knew of, or was
responsible for, the release or presence of such hazardous substances. From time to time, we may acquire properties, or
interests in properties, with known adverse environmental conditions for which we believe that the environmental liabilities
associated with these conditions are quantifiable and that the acquisition will yield a superior risk-adjusted return.
Costs associated with complying with the Americans with Disabilities Act of 1990 may result in unanticipated expenses.
Under the ADA, places of public accommodation are required to meet certain federal requirements related to access and
use by disabled persons. A number of additional U.S. federal, state and local laws may also require modifications to our stores,
or restrict certain further renovations of the stores, with respect to access thereto by disabled persons. If one or more of our
stores is not in compliance with the ADA or other legislation, then we would be required to incur additional costs to bring the
facility into compliance.
There is significant competition among self-storage operators and from other storage alternatives.
Competition in the local markets in which many of our stores are located is significant and has affected our occupancy
levels, rental rates and operating expenses. Development of self-storage facilities has increased in recent years, which has
intensified competition, and we expect it will continue to do so as newly developed facilities are opened. Development of self-
storage facilities by other operators could continue to increase in the future. Actions by our competitors may decrease or
prevent increases in our occupancy and rental rates, while increasing our operating expenses, which could adversely affect our
business and results of operations.
We may not be successful in identifying and consummating suitable acquisitions that meet our criteria, which may impede
our growth.
Our ability to expand through acquisitions is integral to our business strategy and requires us to identify suitable
acquisition candidates or investment opportunities that meet our criteria and are compatible with our growth strategy. We may
not be successful in identifying suitable stores or other assets that meet our acquisition criteria or in consummating acquisitions
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or investments on satisfactory terms or at all. Failure to identify or consummate acquisitions will slow our growth, which could
in turn adversely affect our stock price.
Our ability to acquire stores on favorable terms and successfully integrate and operate them may be constrained by the
following significant risks
•
•
•
•
competition from local investors and other real estate investors with significant capital, including other publicly-traded
REITs and institutional investment funds;
competition from other potential acquirers may significantly increase the purchase price which could reduce our
profitability;
the inability to achieve satisfactory completion of due diligence investigations and other customary closing conditions;
and
we may acquire stores subject to liabilities without any recourse, or with only limited recourse, with respect to
unknown liabilities such as liabilities for clean-up of undisclosed environmental contamination, claims by persons
dealing with the former owners of the stores and claims for indemnification by general partners, directors, officers and
others indemnified by the former owners of the stores.
We and our vendors rely on information technology, and any material failure, inadequacy, interruption or security failure of
that technology could harm our business.
We rely on information technology networks and systems, including the Internet, to process, transmit and store electronic
information, and to manage or support a variety of business processes, including financial transactions and records, personally
identifiable information, and tenant and lease data. We purchase some of our information technology from vendors, on whom
our systems depend. We rely on commercially available systems, software, tools and monitoring to provide security for
processing, transmission and storage of confidential tenant and other sensitive information. Our information technology systems
and those of our third-party service providers, strategic partners and other contractors or consultants are vulnerable to attack and
damage or interruption from computer viruses and malware (e.g. ransomware), malicious code, natural disasters, terrorism, war,
telecommunication and electrical failures, hacking, cyberattacks, phishing attacks and other social engineering schemes,
employee theft or misuse, human error (e.g., social engineering, phishing), fraud, denial or degradation of service attacks,
sophisticated nation-state and nation-state-supported actors or unauthorized access or use by persons inside our organization, or
persons with access to systems inside our organization. Although we have taken steps to protect the security of our information
systems and the data maintained in those systems, it is possible that our safety and security measures will not be able to prevent
the systems’ improper functioning or damage, or the improper access or disclosure of personally identifiable information such
as in the event of cyber-attacks. Security breaches, including physical or electronic break-ins, computer viruses, attacks by
hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure of confidential information.
We and certain of our service providers are from time to time, subject to cyberattacks and security incidents. While to
date, we have not experienced a material security breach, this risk has generally increased as the number, intensity and
sophistication of such breaches and attempted breaches from around the world have increased. Furthermore, because the
technologies used to obtain unauthorized access to, or to sabotage or disrupt, systems change frequently and often are not
recognized until launched against a target, we may be unable to anticipate these techniques or implement adequate preventative
measures. We may also experience security breaches that may remain undetected for an extended period. Even if identified, we
may be unable to adequately investigate or remediate incidents or breaches due to attackers increasingly using tools and
techniques that are designed to circumvent controls, to avoid detection, and to remove or obfuscate forensic evidence. As a
result of the COVID-19 pandemic, we may also face increased cybersecurity risks due to our reliance on internet technology
and the number of our, as well as our service providers’, employees who are (and may continue to be) working remotely, which
may create additional opportunities for cybercriminals to exploit vulnerabilities. Any failure to maintain proper function,
security and availability of our information systems could interrupt our operations, damage our reputation, divert significant
management attention and resources to remedy any damages that result, subject us to liability claims or regulatory penalties and
have a material adverse effect on our business and results of operations.
Failure to comply with laws and regulations relating to data privacy and protection, could adversely affect our business and
our financial condition.
In the United States, both federal and various state governments have adopted, or are considering, laws, guidelines or rules for
the collection, distribution, use and storage of information collected from or about consumers or their devices. For example, the
California Consumer Privacy Act of 2018 (CCPA) went into effect on January 1, 2020, and creates individual privacy rights for
California consumers and increases the privacy and security obligations of entities handling certain personal information. The
CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase
data breach litigation. Further, the California Privacy Rights Act (CPRA) recently passed in California. The CPRA significantly
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amends the CCPA and will impose additional data protection obligations on covered businesses, including additional consumer
rights processes, limitations on data uses, new audit requirements for higher risk data, and opt outs for certain uses of sensitive
data. It will also create a new California data protection agency authorized to issue substantive regulations and could result in
increased privacy and information security enforcement. The majority of the provisions will go into effect on January 1, 2023,
and additional compliance investment and potential business process changes may be required. Similar laws have passed in
Virginia and Colorado, and have been proposed in other states and at the federal level, reflecting a trend toward more stringent
privacy legislation in the United States. The enactment of such laws could have potentially conflicting requirements that would
make compliance challenging.
Although we work to comply with applicable laws, regulations and standards, our contractual obligations and other legal
obligations, these requirements are evolving and may be modified, interpreted and applied in an inconsistent manner from one
jurisdiction to another, and may conflict with one another or other legal obligations with which we must comply. Any failure or
perceived failure by us or our employees, representatives, contractors, consultants, collaborators, or other third parties to
comply with such requirements or adequately address privacy and security concerns, even if unfounded, could result in
additional cost and liability to us, damage our reputation, and adversely affect our business and results of operations.
Our property taxes could increase due to reassessment or property tax rate changes.
Real property taxes on our properties may increase as our properties are reassessed by taxing authorities or as property
tax rates change. Therefore, the amount of property taxes we are required to pay could increase substantially from the property
taxes we currently pay or have paid in the past, including on a retroactive basis. If our property taxes we pay increase, our cash
flow would be adversely impacted, and our ability to pay any expected dividends to our stockholders and unitholders could be
adversely affected.
The COVID-19 pandemic or other pandemics could adversely affect our results of operations.
During 2021, the United States and other countries around the world have continued to experience a major health
pandemic related to COVID-19, which has created considerable instability and disruption in the U.S. and world economies.
Governmental authorities in impacted regions are taking varied and sometimes dramatic action in an effort to slow the spread of
COVID-19. In 2020, federal, state and local jurisdictions issued varying forms of states of emergency orders. While many of
these states of emergency orders have expired or been removed, we continue to monitor existing states of emergency and
prepare for any additional states of emergency orders. We have updated many of our safety and working practices so that we
are prepared to address any future states of emergency orders should they continue or be reinstated.
Our business was impacted by COVID-19 in 2020 in several ways, including reductions in new rentals and vacates due to
stay-at home orders and other restrictions, lower achieved rental rates from new customers, fewer existing customer rent
increases, reduced late fee collection and impaired ability to hold auctions resulting in higher accounts receivable and bad debt.
During 2021 we largely saw a return toward normalcy, including higher achieved rates, accounts receivable and collections less
than 60 days returning to historical norms, and auctions being held in most locations. As a result of the reductions in vacates,
we saw record occupancy levels during 2021.
Although the self-storage industry has historically been resilient to ordinary market downturns, the impact of the
COVID-19 pandemic on the U.S. and world economies generally, and on our future results in particular, could be significant
and will largely depend on future developments, which are highly uncertain and cannot be predicted. This includes new
information which may emerge concerning the severity of COVID-19 variants, the success of actions taken to contain or treat
COVID-19 and reactions by consumers, companies, governmental entities and capital markets.
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Risks Related to Our Organization and Structure
Conflicts of interest could arise as a result of our relationship with our Operating Partnership.
Conflicts of interest could arise in the future as a result of the relationships between us and our affiliates, and our
Operating Partnership or any partner thereof. Our directors and officers have duties to our Company under applicable Maryland
law in connection with their management of our Company. At the same time, we, through our wholly-owned subsidiary, have
fiduciary duties, as a general partner, to our Operating Partnership and to the limited partners under Delaware law in connection
with the management of our Operating Partnership. Our duties, through our wholly-owned subsidiary, as a general partner to
our Operating Partnership and its partners may come into conflict with the duties of our directors and officers to our Company.
The partnership agreement of our Operating Partnership does not require us to resolve such conflicts in favor of either our
Company or the limited partners in our Operating Partnership. Unless otherwise provided for in the relevant partnership
agreement, Delaware law generally requires a general partner of a Delaware limited partnership to adhere to fiduciary duty
standards under which it owes its limited partners the highest duties of good faith, fairness, and loyalty and which generally
prohibit such general partner from taking any action or engaging in any transaction as to which it has a conflict of interest.
Additionally, the partnership agreement expressly limits our liability by providing that neither we, our direct wholly-
owned Massachusetts business trust subsidiary, as the general partner of the Operating Partnership, nor any of our or their
trustees, directors or officers, will be liable or accountable in damages to our Operating Partnership, the limited partners or
assignees for errors in judgment, mistakes of fact or law or for any act or omission if we, or such trustee, director or officer,
acted in good faith. In addition, our Operating Partnership is required to indemnify us, our affiliates and each of our respective
trustees, officers, directors, employees and agents to the fullest extent permitted by applicable law against any and all losses,
claims, damages, liabilities (whether joint or several), expenses (including, without limitation, attorneys’ fees and other legal
fees and expenses), judgments, fines, settlements and other amounts arising from any and all claims, demands, actions, suits or
proceedings, civil, criminal, administrative or investigative, that relate to the operations of the Operating Partnership, provided
that our Operating Partnership will not indemnify for (1) willful misconduct or a knowing violation of the law, (2) any
transaction for which such person received an improper personal benefit in violation or breach of any provision of the
partnership agreement, or (3) in the case of a criminal proceeding, the person had reasonable cause to believe the act or
omission was unlawful.
The provisions of Delaware law that allow the common law fiduciary duties of a general partner to be modified by a
partnership agreement have not been resolved in a court of law, and we have not obtained an opinion of counsel covering the
provisions set forth in the partnership agreement that purport to waive or restrict our fiduciary duties that would be in effect
under common law were it not for the partnership agreement.
Our joint venture investments could be adversely affected by our lack of sole decision-making authority.
As of December 31, 2021, we held interests in 287 operating stores through joint ventures. Some of these arrangements
could be adversely affected by our lack of sole decision-making authority, our reliance on co-venturers' financial conditions and
disputes between us and our co-venturers. We expect to continue our joint venture strategy by entering into more joint ventures
for the purpose of developing new stores and acquiring existing stores. In such event, we would not be in a position to exercise
sole decision-making authority regarding the property, partnership, joint venture or other entity. The decision-making authority
regarding the stores we currently hold through joint ventures is either vested exclusively with our joint venture partners, is
subject to a majority vote of the joint venture partners or is equally shared by us and the joint venture partners. In addition,
investments in partnerships, joint ventures or other entities may, under certain circumstances, involve risks not present were a
third party not involved, including the possibility that partners or co-venturers might become bankrupt or fail to fund their share
of required capital contributions. Partners or co-venturers may have economic or other business interests or goals which are
inconsistent with our business interests or goals, and may be in a position to take actions contrary to our policies or objectives.
Such investments may also have the potential risk of impasses on decisions, such as a sale, because neither we nor the partner
or co-venturer would have full control over the partnership or joint venture. Disputes between us and partners or co-venturers
may result in litigation or arbitration that would increase our expenses and prevent our officers and/or directors from focusing
their time and efforts on our business. Consequently, actions by or disputes with partners or co-venturers might result in
subjecting stores owned by the partnership or joint venture to additional risk. In addition, we may in certain circumstances be
liable for the actions of our third-party partners or co-venturers, which could harm our financial condition.
Certain provisions of Maryland law and our organizational documents, including the stock ownership limit imposed by our
charter, may inhibit market activity in our stock and could prevent or delay a change in control transaction.
Our charter, subject to certain exceptions, authorizes our directors to take such actions as are necessary and desirable to
preserve our qualification as a REIT and to limit any person to actual or constructive ownership of no more than 7.0% (by value
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or by number of shares, whichever is more restrictive) of our outstanding common stock or 7.0% (by value or by number of
shares, whichever is more restrictive) of our outstanding capital stock. Our board of directors, in its sole discretion, may exempt
a proposed transferee from the ownership limit. However, our board of directors may not grant an exemption from the
ownership limit to any proposed transferee whose ownership could jeopardize our qualification as a REIT. These restrictions on
ownership will not apply if our board of directors determines that it is no longer in our best interests to attempt to qualify, or to
continue to qualify, as a REIT. The ownership limit may delay or impede a transaction or a change of control that might involve
a premium price for our securities or otherwise be in the best interests of our stockholders. Different ownership limits apply to
the family of Kenneth M. Woolley, certain of his affiliates, family members and estates and trusts formed for the benefit of the
foregoing; to Spencer F. Kirk, certain of his affiliates, family members and estates and trusts formed for the benefit of the
foregoing; and to certain designated investment entities as defined in our charter.
Our board of directors has the power to issue additional shares of our stock in a manner that may not be in the best interest
of our stockholders.
Our charter authorizes our board of directors to issue additional authorized but unissued shares of common stock or
preferred stock and to increase the aggregate number of authorized shares or the number of shares of any class or series without
stockholder approval. In addition, our board of directors may classify or reclassify any unissued shares of common stock or
preferred stock and set the preferences, rights and other terms of the classified or reclassified shares. Our board of directors
could issue additional shares of our common stock or establish a series of preferred stock that could have the effect of delaying,
deferring or preventing a change in control or other transaction that might involve a premium price for our securities or
otherwise not be in the best interests of our stockholders.
Our rights and the rights of our stockholders to take action against our directors and officers are limited.
Maryland law provides that a director or officer has no liability in that capacity if he or she performs his or her duties in
good faith, in a manner he or she reasonably believes to be in our best interests and with the care that an ordinarily prudent
person in a like position would use under similar circumstances. In addition, our charter eliminates our directors’ and officers’
liability to us and our stockholders for money damages except for liability resulting from actual receipt of an improper benefit
in money, property or services or active and deliberate dishonesty established by a final judgment and which is material to the
cause of action. Our bylaws require us to indemnify our directors and officers for liability resulting from actions taken by them
in those capacities to the maximum extent permitted by Maryland law. As a result, we and our stockholders may have more
limited rights against our directors and officers than might otherwise exist under common law. In addition, we may be obligated
to fund the defense costs incurred by our directors and officers.
Risks Related to Our Debt Financings
Disruptions in the financial markets could affect our ability to obtain debt financing on reasonable terms and have other
adverse effects on us.
Uncertainty in the credit markets may negatively impact our ability to access additional debt financing or to refinance
existing debt maturities on favorable terms (or at all), which may negatively affect our ability to make acquisitions and fund
development projects. A downturn in the credit markets may cause us to seek alternative sources of potentially less attractive
financing, and may require us to adjust our business plan accordingly. In addition, these factors may make it more difficult for
us to sell stores or may adversely affect the price we receive for stores that we do sell, as prospective buyers may experience
increased costs of debt financing or difficulties in obtaining debt financing.
Required payments of principal and interest on borrowings may leave us with insufficient cash to operate our stores or to
pay the distributions currently contemplated or necessary to maintain our qualification as a REIT and may expose us to the
risk of default under our debt obligations.
As of December 31, 2021, we had approximately $6.0 billion of outstanding indebtedness. We may incur additional debt
in connection with future acquisitions and development. We may borrow under our Credit Lines or borrow new funds to
finance these future stores. Additionally, we do not anticipate that our internally generated cash flow will be adequate to repay
our existing indebtedness upon maturity and, therefore, we expect to repay our indebtedness through refinancings and equity
and/or debt offerings. Further, we may need to borrow funds in order to make cash distributions to maintain our qualification as
a REIT or to make our expected distributions. To qualify as a REIT, we generally must distribute to our stockholders at least
90% of our REIT taxable income each year, determined without regard to the dividends paid deduction and excluding net
capital gains, and we are subject to U.S. federal corporate income tax to the extent that we distribute less than 100% of our
REIT taxable income each year, determined without regard to the deduction for dividends paid and including net capital gains.
13
If we are required to utilize our Credit Lines for purposes other than acquisition activity, this will reduce the amount
available for acquisitions and could slow our growth. Therefore, our level of debt and the limitations imposed on us by our debt
agreements could have significant adverse consequences, including the following:
•
•
•
•
•
•
•
•
•
•
our cash flow may be insufficient to meet our required principal and interest payments;
we may be unable to borrow additional funds as needed or on favorable terms, including to make acquisitions or to
continue to make distributions required to maintain our qualification as a REIT;
we may be unable to refinance our indebtedness at maturity or the refinancing terms may be less favorable than the
terms of our original indebtedness;
because a portion of our debt bears interest at variable rates, an increase in interest rates could materially increase our
interest expense;
we may be forced to dispose of one or more of our stores, possibly on disadvantageous terms;
after debt service, the amount available for cash distributions to our stockholders is reduced;
we may experience increased vulnerability to economic and industry downturns, reducing our ability to respond to
changing business and economic conditions;
we may default on our obligations and the lenders or mortgagees may foreclose on our stores that secure their loans
and receive an assignment of rents and leases and/or enforce our guarantees;
we may violate restrictive covenants in our loan documents, which would entitle the lenders to accelerate our debt
obligations; and
our default under any one of our mortgage loans with cross-default or cross-collateralization provisions could result in
a default on other indebtedness or result in the foreclosures of other stores.
Increases in interest rates may increase our interest expense and adversely affect our cash flow and our ability to service our
indebtedness and make cash distributions to our stockholders.
As of December 31, 2021, we had approximately $6.0 billion of debt outstanding, of which approximately $1.5 billion, or
24.7% was subject to variable interest rates (excluding debt with interest rate swaps). This variable rate debt had a weighted
average interest rate of approximately 1.3% per annum. Increases in interest rates on this variable rate debt would increase our
interest expense, which could harm our cash flow and our ability to pay cash distributions.
Failure to hedge effectively against interest rate changes may adversely affect our results of operations.
In certain cases we may seek to manage our exposure to interest rate volatility by using interest rate hedging
arrangements. Hedging involves risks, such as the risk that the counterparty may fail to honor its obligations under an
arrangement. Failure to hedge effectively against interest rate changes may adversely affect our financial condition, results of
operations and ability to make cash distributions to our stockholders.
Changes in the method pursuant to which the London Interbank Offered Rate (“LIBOR”) is determined and the transition
to other benchmarks may adversely affect our financial results.
LIBOR and certain other “benchmarks” have been the subject of continuing national, international and other regulatory
guidance and proposals for reform. In July 2017, the United Kingdom’s Financial Conduct Authority (“FCA”), which regulates
LIBOR, publicly announced that it intends to phase out LIBOR, and on March 5, 2021, the FCA announced that USD LIBOR
will no longer be provided by any administrator or no longer be representative immediately after December 31, 2021, in the
case of one week and two month USD settings, and immediately after June 30, 2023, in the case of the remaining USD settings.
Additionally, banking regulators, including the U.S. Federal Reserve, have encouraged banks to discontinue new LIBOR debt
issuances after December 31, 2021. This announcement has several implications, including setting the spread that may be used
to automatically convert contracts from LIBOR to the Secured Overnight Financing Rate ("SOFR"). SOFR is a measure of the
cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-
backed repurchase transactions. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is
unclear if other benchmarks may emerge or if other rates will be adopted outside of the United States.
We anticipate that the most commonly used tenors of LIBOR will continue to be available at least until June 30, 2023.
Any changes adopted by the FCA or other governing bodies in the method used for determining LIBOR may result in a sudden
or prolonged increase or decrease in reported LIBOR. If that were to occur, our interest payments could change. In addition,
uncertainty about the extent and manner of future changes may result in interest rates and/or payments that are higher or lower
than if LIBOR were to remain available in its current form.
14
We have contracts that are indexed to LIBOR and are monitoring and evaluating the related risks, which include interest on
loans and amounts received and paid on derivative instruments. These risks arise in connection with transitioning contracts to
an alternative rate, including any resulting value transfer that may occur, and are likely to vary by contract. The value of loans,
securities, or derivative instruments tied to LIBOR, as well as interest rates on our current or future indebtedness, may also be
impacted if LIBOR is limited or discontinued. For some instruments the method of transitioning to an alternative reference rate
may be challenging, especially if we cannot agree with the respective counterparty about how to make the transition.
While we expect LIBOR to be available in substantially its current form until at least the end of June 30, 2023, it is
possible that LIBOR will become unavailable prior to that point. This could result, for example, if sufficient banks decline to
make submissions to the LIBOR administrator. In that case, the risks associated with the transition to an alternative reference
rate will be accelerated and magnified.
Alternative rates and other market changes related to the replacement of LIBOR, including the introduction of financial
products and changes in market practices, may lead to risk modeling and valuation challenges, such as adjusting interest rate
accrual calculations and building a term structure for an alternative rate.
The introduction of an alternative rate also may create additional basis risk and increased volatility as alternative rates are
phased in and utilized in parallel with LIBOR.
Adjustments to systems and mathematical models to properly process and account for alternative rates will be required,
which may have a material adverse effect on our financing costs, and as a result, our financial condition, operating results and
cash flows.
Our existing indebtedness contains covenants that limit our operating flexibility and failure to comply with all covenants in
our debt agreements could materially and adversely affect us.
Our debt agreements, including our credit agreement governing the revolving credit facility and term loans and the
indentures governing our public traded notes, contain various financial and other covenants that we and our operating
partnership must comply with including total debt to asset ratios, secured debt to total asset ratios, adjusted EBITDA to fixed
charged ratios and minimum ratios of unencumbered assets to unsecured debt which we must maintain.
These covenants may limit our operating flexibility and could prevent us from taking advantage of business opportunities
as they arise, growing our business or competing effectively. Our ability to meet these covenants may be affected by events
beyond our control, and we may be unable to maintain compliance with these covenants. If we fail to meet these requirements,
we may be unable to obtain waivers from the lenders or indenture trustee, as applicable, or amend the covenants.
A breach of any of the covenants or other provisions in our debt agreements could result in an event of default, which if not
cured or waived, could result in such debt becoming due and payable, either automatically or after an election to accelerate by
the required percentage of the holders of the indebtedness or by an agent for the holders of the indebtedness. This, in turn, could
cause our other debt, including the notes and our revolving credit facility, to become due and payable as a result of cross-default
or cross-acceleration provisions contained in the agreements governing the other debt and permit certain of our lenders to
foreclose on our assets, if any, that secure this debt. In the event that some or all of our debt is accelerated and becomes
immediately due and payable, we may not have the funds to repay, or the ability to refinance our debt.
Risks Related to Qualification and Operation as a REIT
Dividends payable by REITs may be taxed at higher rates.
Dividends payable by REITs may be taxed at higher rates than dividends of non-REIT corporations. The maximum U.S.
federal income tax rate for qualified dividends paid by domestic non-REIT corporations to U.S. stockholders that are
individuals, trust or estates is generally 20%. Dividends paid by REITs to such stockholders are generally not eligible for that
rate, but under current tax law, such stockholders may deduct up to 20% of ordinary dividends (i.e., dividends not designated as
capital gain dividends or qualified dividend income) received from a REIT for taxable years beginning before January 1, 2026.
Although this deduction reduces the effective tax rate applicable to certain dividends paid by REITs, such tax rate may still be
higher than the tax rate applicable to regular corporate qualified dividends. This may cause investors to view REIT investments
as less attractive than investments in non-REIT corporations, which in turn may adversely affect the value of stock of REITs,
including our stock. In addition, the relative attractiveness of real estate in general may be adversely affected by the favorable
tax treatment given to corporate dividends, which could negatively affect the value of our stores.
15
Possible legislative or other actions affecting REITs could adversely affect our stockholders.
The rules dealing with U.S. federal income taxation are constantly under review by persons involved in the legislative
process and by the Internal Revenue Service ("IRS") and the U.S. Department of the Treasury. Changes to the tax laws, with or
without retroactive application, could adversely affect our investors or us in ways we cannot predict. New legislation, Treasury
Regulations, administrative interpretations or court decisions could significantly and negatively affect our ability to qualify as a
REIT, the U.S. federal income tax consequences of such qualification, or the U.S. federal income tax consequences of an
investment in us. Also, the law relating to the tax treatment of other entities, or an investment in other entities, could change,
making an investment in such other entities more attractive relative to an investment in a REIT.
Our failure to qualify as a REIT would have significant adverse consequences to us and the value of our stock.
We believe we operate in a manner that allows us to qualify as a REIT for U.S. federal income tax purposes under the
Internal Revenue Code. If we fail to qualify as a REIT or lose our qualification as a REIT at any time, we will face serious tax
consequences that would substantially reduce the funds available for distribution for each of the years involved because:
•
•
•
we would not be allowed a deduction for distributions to stockholders in computing our taxable income and would be
subject to U.S. federal corporate income tax on our taxable income;
we also could be subject to the U.S. federal alternative minimum income tax for taxable years prior to 2018 and
possibly increased state and local taxes; and
unless we are entitled to relief under applicable statutory provisions, we could not elect to be taxed as a REIT for four
taxable years following a year during which we were disqualified.
In addition, if we fail to qualify as a REIT, we will not be required to make distributions to stockholders, and all
distributions to stockholders will be subject to tax as regular corporate dividends to the extent of our current and accumulated
earnings and profits. This means that our U.S. individual stockholders would be taxed on our dividends at capital gains rates,
and our U.S. corporate stockholders would be entitled to the dividends received deduction with respect to such dividends,
subject, in each case, to applicable limitations under the Internal Revenue Code. If we fail to qualify as a REIT for U.S. federal
income tax purposes and are able to avail ourselves of one or more of the relief provisions under the Internal Revenue Code in
order to maintain our REIT status, we may nevertheless be required to pay penalty taxes of $50,000 or more for each such
failure. As a result of all these factors, our failure to qualify as a REIT also could impair our ability to expand our business and
raise capital, and could adversely affect the value of our securities.
Qualification as a REIT involves the application of highly technical and complex Internal Revenue Code provisions for
which there are only limited judicial and administrative interpretations. The complexity of these provisions and of the
applicable Treasury regulations that have been promulgated under the Internal Revenue Code is greater in the case of a REIT
that, like us, holds its assets through a partnership. The determination of various factual matters and circumstances not entirely
within our control may affect our ability to qualify as a REIT. In order to qualify as a REIT, we must satisfy a number of
requirements, including requirements regarding the composition of our assets, the sources of our gross income and the owners
of our stock. Our ability to satisfy the asset tests depends upon our analysis of the fair market value of our assets, some of which
are not susceptible to precise determination, and for which we will not obtain independent appraisals. Our ability to satisfy the
income tests depends on the sources and amounts of our gross income, which we may not be able to control. Also, we must
make distributions to stockholders aggregating annually at least 90% of our REIT taxable income, determined without regard to
the dividends paid deduction and excluding net capital gains, and we will be subject to U.S. federal corporate income tax to the
extent we distribute less than 100% of our REIT taxable income, without regard to the dividends paid deduction and including
net capital gains.
We own and may acquire direct or indirect interests in entities that have elected or will elect to be taxed as REITs under
the Internal Revenue Code (each, a “Subsidiary REIT”). A Subsidiary REIT is subject to the various REIT qualification
requirements and other limitations described herein that are applicable to us. If a Subsidiary REIT were to fail to qualify as a
REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such Subsidiary REIT
would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible that we would fail
certain of the asset tests applicable to REITs, in which event we would fail to qualify as a REIT unless we could avail ourselves
of certain relief provisions.
In addition, legislation, new regulations, administrative interpretations or court decisions may adversely affect our
investors, our ability to qualify as a REIT for U.S. federal income tax purposes or the desirability of an investment in a REIT
relative to other investments. Although we believe that we have been organized and have operated in a manner that is intended
to allow us to qualify for taxation as a REIT, we can give no assurance that we have qualified or will continue to qualify as a
16
REIT for U.S. federal income tax purposes. We have not requested and do not plan to request a ruling from the IRS regarding
our qualification as a REIT.
We will pay some taxes, reducing cash available for stockholders.
Even though we qualify as a REIT for U.S. federal income tax purposes, we will be required to pay some U.S. federal,
state and local taxes on our income and property. Extra Space Management, Inc. manages stores for our joint ventures and
stores owned by third parties. We, jointly with certain corporate subsidiaries, including Extra Space Management, Inc., elected
to treat each such subsidiary as a taxable REIT subsidiary (“TRS”) of our Company for U.S. federal income tax purposes. A
TRS is subject to U.S. federal corporate income tax, and may also be subject to state and local taxes, on its taxable income.
ESM Reinsurance Limited, a wholly-owned subsidiary of Extra Space Management, Inc., generates income from insurance
premiums that are subject to U.S. federal income tax and state insurance premiums tax, and pays certain insurance royalties to
us. In addition, we will be subject to a 100% penalty tax on certain amounts if the economic arrangements among our tenants,
our TRS and us are not comparable to similar arrangements among unrelated parties. Also, if we sell property as a dealer
(i.e., to customers in the ordinary course of our trade or business), we will be subject to a 100% penalty tax on any gain arising
from such sales. While we do not intend to sell stores as a dealer, the IRS could take a contrary position. To the extent that we
are, or any of our TRSs is, required to pay U.S. federal, state or local taxes, we will have less cash available for distribution to
stockholders.
Item 1B.
Unresolved Staff Comments
None.
17
Item 2.
Properties
As of December 31, 2021, we owned or had ownership interests in 1,268 operating stores. Of these stores, 981 are
wholly-owned, four are in a consolidated joint venture, and 283 are in unconsolidated joint ventures. In addition, we managed
828 stores for third parties bringing the total number of stores which we own and/or manage to 2,096. These stores are located
in 41 states, and Washington, D.C. The majority of our stores are clustered around large population centers. The clustering of
assets around these population centers enables us to reduce our operating costs through economies of scale. Our acquisitions
have given us an increased scale in many core markets as well as a foothold in many markets where we had no previous
presence.
As of December 31, 2021, approximately 1,250,000 tenants were leasing storage units at the operating stores that we own
and/or manage, primarily on a month-to-month basis, providing the flexibility to increase rental rates over time as market
conditions permit. Existing tenants generally receive rate increases at least annually, for which no direct correlation has been
drawn to our vacancy trends. Although leases are short-term in duration, the typical tenant tends to remain at our stores for an
extended period of time. For stores that were stabilized as of December 31, 2021, the average length of stay was approximately
14.7 months.
The average annual rent per square foot for our existing customers at stabilized stores, net of discounts and bad debt, was
$18.03 for the year ended December 31, 2021, compared to $16.21 for the year ended December 31, 2020. Average annual rent
per square foot for new leases was $19.53 for the year ended December 31, 2021, compared to $14.64 for the year ended
December 31, 2020. The average discounts, as a percentage of rental revenues, during these periods were 3.2% and 3.2%,
respectively.
Our store portfolio is made up of different types of construction and building configurations. Most often sites are what we
consider “hybrid” facilities, a mix of both drive-up buildings and multi-floor buildings. We have a number of multi-floor
buildings with elevator access only, and a number of facilities featuring ground-floor access only.
18
The following table presents additional information regarding net rentable square feet and the number of stores by state:
REIT Owned
JV Owned
Managed
Total
As of December 31, 2021
Location
Property
Count (1)
Alabama
Arizona
California
Colorado
Connecticut
Delaware
Florida
Georgia
Hawaii
Idaho
Illinois
Indiana
Kansas
Kentucky
Louisiana
Maine
Maryland
Massachusetts
Michigan
Minnesota
Mississippi
Missouri
Nebraska
Nevada
New Hampshire
New Jersey
New Mexico
New York
North Carolina
Ohio
Oklahoma
Oregon
Pennsylvania
Rhode Island
South Carolina
Tennessee
Texas
Utah
Virginia
Washington
Washington, DC
Wisconsin
Totals
8
23
173
17
6
—
105
71
13
—
37
14
1
10
4
—
34
46
8
7
3
4
—
14
2
62
10
28
23
16
—
8
21
2
23
21
101
10
50
9
1
—
985
Net
Rentable
Square Feet
591,634
1,624,442
12,470,619
1,151,511
469,426
—
8,011,723
5,483,850
863,635
—
2,821,824
927,531
50,209
829,290
312,159
—
2,848,279
2,970,320
565,449
585,125
231,542
260,700
—
1,038,777
135,840
4,937,280
647,403
2,042,566
1,732,374
1,240,197
—
552,096
1,538,581
134,902
1,713,388
1,776,159
8,267,256
696,966
4,033,833
683,813
100,039
—
74,340,738
Property
Count
1
9
49
3
7
1
37
8
—
—
10
1
2
1
—
—
7
10
4
4
—
2
—
4
2
16
10
18
5
5
—
1
9
—
11
12
23
—
10
—
1
—
283
Net
Rentable
Square Feet
75,711
673,854
3,585,534
270,604
575,824
76,645
3,057,327
648,012
—
—
741,698
58,216
108,920
51,178
—
—
552,868
640,714
302,676
305,406
—
119,275
—
473,751
84,165
1,143,657
677,034
1,503,833
401,772
325,163
—
65,245
678,909
—
710,450
810,966
1,844,974
—
767,328
—
103,732
—
21,435,441
Property
Count
7
20
77
25
8
2
115
22
3
2
31
17
6
8
9
8
39
25
5
15
—
13
3
7
5
33
12
30
17
6
18
9
33
5
25
9
76
25
31
14
6
7
828
Net
Rentable
Square Feet
500,522
1,693,975
7,399,311
1,785,787
552,007
138,474
9,087,058
1,753,910
159,388
131,564
2,165,181
1,158,507
466,496
704,881
680,815
575,386
2,783,152
1,556,339
420,218
1,130,794
—
912,707
278,061
744,039
358,872
2,554,345
904,852
1,898,832
1,298,584
551,345
1,458,951
661,486
2,393,416
422,148
2,116,885
642,969
6,608,519
1,964,335
2,221,694
1,149,570
530,224
592,546
65,108,145
(1) REIT owned property count includes four stores owned in a consolidated joint venture.
19
Property
Count
Net
Rentable
Square Feet
1,167,867
3,992,271
23,455,464
3,207,902
1,597,257
215,119
20,156,108
7,885,772
1,023,023
131,564
5,728,703
2,144,254
625,625
1,585,349
992,974
575,386
6,184,299
5,167,373
1,288,343
2,021,325
231,542
1,292,682
278,061
2,256,567
578,877
8,635,282
2,229,289
5,445,231
3,432,730
2,116,705
1,458,951
1,278,827
4,610,906
557,050
4,540,723
3,230,094
16,720,749
2,661,301
7,022,855
1,833,383
733,995
592,546
2,096 160,884,324
16
52
299
45
21
3
257
101
16
2
78
32
9
19
13
8
80
81
17
26
3
19
3
25
9
111
32
76
45
27
18
18
63
7
59
42
200
35
91
23
8
7
Item 3.
Legal Proceedings
We are involved in various legal proceedings and are subject to various claims and complaints arising in the ordinary
course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be determined
with any degree of certainty. In accordance with applicable accounting guidance, management establishes an accrued liability
for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In such cases, there
may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon currently available
information and is subject to significant judgment, a variety of assumptions, and known and unknown uncertainties. We could
in the future incur judgments or enter into settlements of claims that could have a material adverse effect on our results of
operations in any particular period, notwithstanding the fact that we are currently vigorously defending any legal proceedings
against us. For more information on our legal accruals, refer to the Commitments and Contingencies footnote in the notes to
the consolidated financial statements in Item 8 of this Form 10-K.
Item 4.
Mine Safety Disclosures
Not applicable.
PART II
Item 5.
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity
Securities
Market Information
Our common stock is traded under the symbol “EXR” on the New York Stock Exchange ("NYSE") since our IPO on
August 17, 2004. On February 22, 2022, the closing price of our common stock as reported by the NYSE was $185.28. At
February 22, 2022, we had 423 holders of record of our common stock. Certain shares of the Company are held in “street”
name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
Holders of shares of common stock are entitled to receive distributions when declared by our board of directors out of
any assets legally available for that purpose. As a REIT, we are required to distribute at least 90% of our “REIT taxable
income,” which is generally equivalent to our net taxable ordinary income, determined without regard to the deduction for
dividends paid to our stockholders, annually in order to maintain our REIT qualification for U.S. federal income tax purposes.
We have historically made regular quarterly distributions to our stockholders.
Information about our equity compensation plans is incorporated by reference in Item 12 of Part III of this Annual Report
on Form 10-K.
Issuer Purchases of Equity Securities
In October 2020, our board of directors authorized a three-year share repurchase program allowing the repurchase of
shares with an aggregate value up to $400.0 million. As of December 31, 2021, we had remaining authorization to repurchase
shares with an aggregate value of $400.0 million.
Unregistered Sales of Equity Securities
All unregistered sales of equity securities during the year ended December 31, 2021 have previously been disclosed in
filings with the SEC. On January 6, 2022, we issued a total of 186,766 shares of common stock in connection with the
acquisition of two stores. The shares of common stock were valued at a total of $41.0 million. The shares of common stock
were issued in a private placement in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder. We agreed to register for resale the shares issued in connection with such acquisition on or
before April 6, 2022.
Item 6.
Selected Financial Data
Not required.
20
Item 7.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
The following discussion should be read in conjunction with the financial statements and notes thereto appearing
elsewhere in this report. We make statements in this section that are forward-looking statements within the meaning of the
federal securities laws. For a complete discussion of forward-looking statements, see the section in this Form 10-K entitled
“Statements Regarding Forward-Looking Information.” Certain risk factors may cause actual results, performance or
achievements to differ materially from those expressed or implied by the following discussion. For a discussion of such risk
factors, see the section in this Form 10-K entitled “Risk Factors.” Dollar amounts in thousands, except share and per share
data, unless otherwise stated.
OVERVIEW
We are a fully integrated, self-administered and self-managed real estate investment trust (“REIT”), formed to own,
operate, manage, acquire, develop and redevelop self-storage properties (“stores”). We derive substantially all of our revenues
from our two segments: storage operations and tenant reinsurance. Primary sources of revenue for our storage operations
segment include rents received from tenants under leases at each of our wholly-owned stores. Our operating results depend
materially on our ability to lease available self-storage units, to actively manage unit rental rates, and on the ability of our
tenants to make required rental payments. Consequently, management spends a significant portion of their time maximizing
cash flows from our diverse portfolio of stores. Revenue from our tenant reinsurance segment consists of insurance revenues
from the reinsurance of risks relating to the loss of goods stored by tenants in our stores.
Our stores are generally situated in highly visible locations clustered around large population centers. The clustering of
our assets around these population centers enables us to reduce our operating costs through economies of scale. To maximize
the performance of our stores, we employ industry-leading revenue management systems. Developed by our management team,
these systems enable us to analyze, set and adjust rental rates in real time across our portfolio in order to respond to changing
market conditions. We believe our systems and processes allow us to more pro-actively manage revenues.
We operate in competitive markets, often where consumers have multiple stores from which to choose. Competition has
impacted, and will continue to impact, our store results. We experience seasonal fluctuations in occupancy levels, with
occupancy levels generally higher in the summer months due to increased moving activity. We believe that we are able to
respond quickly and effectively to changes in local, regional and national economic conditions by adjusting rental rates through
the combination of our revenue management team and our industry-leading technology systems. We consider a store to be in
the lease-up stage after it has been issued a certificate of occupancy, but before it has achieved stabilization. We consider a store
to be stabilized once it has achieved either an 80% occupancy rate for a full year measured as of January 1 of the current year,
or has been open for three years prior to January 1 of the current year.
CRITICAL ACCOUNTING POLICIES AND ESTIMATES
Our financial statements have been prepared in accordance with U.S. generally accepted accounting principles. The
preparation of these financial statements requires us to make estimates and assumptions that affect the reported amount of assets
and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting
period. On an ongoing basis, we evaluate our estimates and assumptions, including those that impact our most critical
accounting policies. We base our estimates and assumptions on historical experience and on various other factors that we
believe are reasonable under the circumstances. A summary of significant accounting policies is also provided in the notes to
our consolidated financial statements (see Note 2 to our consolidated financial statements). Actual results may differ from these
estimates. We believe the following are our most critical accounting policies and estimates:
CONSOLIDATION: Arrangements that are not controlled through voting or similar rights are accounted for as variable
interest entities (“VIEs”). An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE.
Under certain circumstances when we enter into arrangements for the formation of joint ventures, a VIE may be created.
The primary factors that require the most judgment in determining whether the joint venture is a VIE are whether the decisions
that most significantly impact the entity’s economic performance were controlled by the equity holders as a group, and whether
the joint venture has sufficient equity to finance its activities without additional subordinated support.
If the joint venture is determined to be a VIE, we perform a qualitative analysis, including considering which party, if
any, has the power to direct the activities most significant to the economic performance of each VIE and whether that party has
the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be significant to the VIE. If we
are determined to be the primary beneficiary of the VIE, the assets, liabilities and operations of the VIE are consolidated within
21
our financial statements. Otherwise, our investment is generally accounted for under the equity method. Our ability to
correctly assess the influence or control over an entity affects the presentation of the investment in our consolidated financial
statements.
As of December 31, 2021 we had one consolidated VIE consisting of four stores. As of December 31, 2020 we had no
consolidated VIEs.
REAL ESTATE ASSETS: We account for the acquisition of stores, including by merger and other acquisitions of real
estate, in accordance with ASC 805-10, "Business Combinations." We use our judgment to determine if assets acquired meet
the definition of a business or if the acquisition should be considered an asset acquisition. We must make significant
assumptions and estimates in determining the fair value of the tangible and intangible assets and liabilities acquired and
consideration transferred. These fair value estimates are sensitive to: price of land per square foot and current replacement cost
estimates, including adjustments for the age, class, height, square footage, condition, location, and turnkey factor. These
assumptions and estimates require judgment, and therefore others could come to materially different conclusions as to the
estimated fair values, which could result in differences in depreciation and amortization expense, gains and losses on the sale of
real estate assets, and real estate and intangible asset values.
EVALUATION OF ASSET IMPAIRMENT: Long lived assets held for use are evaluated for impairment when events
or circumstances indicate that there may be impairment. We review each store at least annually to determine if any such events
or circumstances have occurred or exist. We focus on stores where occupancy and/or rental income have decreased by a
significant amount. For these stores, we determine whether the decrease is temporary or permanent and whether the store will
likely recover the lost occupancy and/or revenue in the short term. In addition, we review stores in the lease-up stage and
compare actual operating results to original projections. We may not have identified all material facts and circumstances that
affect impairment of our stores. No material impairments were recorded in the year ended December 31, 2021.
DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES: We hold a number of derivative instruments which
we use to hedge our exposure to variability in expected future cash flows, mainly related to our interest rates on variable interest
debt. We do not use derivatives for trading or speculative purposes. We assess our derivatives both at inception, and on an
ongoing quarterly basis, for whether the derivatives used in hedging transactions are effective. The rules and interpretations
relating to the accounting for derivatives are complex. Failure to apply this guidance correctly may require us to recognize all
changes in fair value of the hedged derivative in earnings, which may materially impact our results.
INCOME TAXES: We have elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue
Code. In order to maintain our qualification as a REIT, among other things, we are required to distribute at least 90% of our
REIT taxable income to our stockholders and meet certain tests regarding the nature of our income and assets. As a REIT, we
are not subject to U.S. federal income tax with respect to that portion of our income which meets certain criteria and is
distributed annually to our stockholders. We plan to continue to operate so that we meet the requirements for taxation as a
REIT. Many of these requirements, however, are highly technical and complex. For any taxable year that we fail to qualify as a
REIT and for which applicable statutory relief provisions did not apply, we would be subject to U.S. federal corporate income
tax on all of our taxable income for at least that year and the ensuing four years. We could also be subject to penalties and
interest, and our net income may be materially different from the amounts reported in our financial statements.
We have elected to treat certain corporate subsidiaries, including Extra Space Management, Inc., as a TRS. In general, a
TRS may perform additional services for tenants and generally may engage in any real estate or non-real estate related business.
A TRS is subject to U.S. federal corporate income tax and may also be subject to state and local income taxes. Interest and
penalties relating to uncertain tax positions will be recognized in income tax expense when incurred. If tax authorities determine
that amounts paid by any of our TRSs to us are not reasonable compared to similar arrangements among unrelated parties, we
could be subject to a penalty tax on the excess payments.
RECENT ACCOUNTING PRONOUNCEMENTS: For a discussion of recent accounting pronouncements affecting our
business, see Item 8, “Financial Statements and Supplementary Data–Recently Issued Accounting Standards.”
22
RESULTS OF OPERATIONS
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
Overview
Results for the year ended December 31, 2021 included the operations of 1,268 stores (981 wholly-owned, four in
consolidated joint ventures, and 283 in joint ventures accounted for using the equity method) compared to the results for the
year ended December 31, 2020, which included the operations of 1,197 stores (944 wholly-owned, six in a consolidated joint
venture, and 247 in joint ventures accounted for using the equity method). Material or unusual changes in the results of our
operations are discussed below.
Revenues
The following table presents information on revenues earned for the years indicated:
For the Year Ended December 31,
2021
2020
$ Change
% Change
Property rental
Tenant reinsurance
Management fees and other income
Total revenues
$
1,340,990 $
1,157,522 $
183,468
170,108
66,264
146,561
52,129
23,547
14,135
$
1,577,362 $
1,356,212 $
221,150
15.9 %
16.1 %
27.1 %
16.3 %
Property Rental—The increase in property rental revenues for the year ended December 31, 2021 was primarily the
result of an increase of $151,217 at our stabilized stores related to high occupancy and increased rents to new and existing
customers. Property rental revenue also increased by $40,792 associated with acquisitions completed in 2021 and 2020. We
acquired 74 stores during the year ended December 31, 2021 and we acquired 23 stores during the year ended December 31,
2020. Property rental revenue also increased by $5,193 during the year ended December 31, 2021 as a result of increases in
occupancy at our lease-up stores. These increases were offset by approximately $15,460 related to the sale of 16 stores into a
new joint venture and 16 stores to a third party during 2021.
Tenant Reinsurance—The increase in tenant reinsurance revenues was due primarily to an increase in the number of
stores operated and the higher average occupancy across the portfolio. We operated 2,096 stores at December 31, 2021,
compared to 1,921 stores at December 31, 2020.
Management Fees and Other Income—Management fees and other income represent the fees collected for our
management of stores owned by third parties and unconsolidated joint ventures and other transaction fee income. The increase
for the year ended December 31, 2021 was primarily due to an increase in the number of stores managed. As of December 31,
2021, we managed 1,115 stores for third parties and joint ventures compared to 977 stores as of December 31, 2020.
23
Expenses
The following table presents information on expenses for the years indicated:
Property operations
Tenant reinsurance
General and administrative
Depreciation and amortization
Total expenses
For the Year Ended December 31,
2021
2020
$ Change
% Change
$
368,608 $
360,615 $
29,488
102,194
241,879
26,494
96,594
224,444
$
742,169 $
708,147 $
7,993
2,994
5,600
17,435
34,022
2.2 %
11.3 %
5.8 %
7.8 %
4.8 %
Property Operations—The increase in property operations expense consists primarily of an increase of $13,440 related
to acquisitions completed in 2021 and 2020. We acquired 74 stores during the year ended December 31, 2021 and acquired 23
stores during the year ended December 31, 2020. The increase was partially offset by a decrease in expense of $(4,755) related
to property sales.
Tenant Reinsurance—Tenant reinsurance expense represents the costs that are incurred to provide tenant reinsurance.
The increase in tenant reinsurance expense for the year ended December 31, 2021 was due primarily to the increase in total
number of stores operated compared to the prior year and major storm events that occurred causing an increase in claim
payouts. We operated 2,096 stores at December 31, 2021, compared to 1,921 stores at December 31, 2020.
General and Administrative—General and administrative expenses primarily include all expenses not directly related to
our stores, including corporate payroll, travel and professional fees. These expenses are recognized as incurred. During 2021,
we experienced higher than average turnover and extended times to fill. Additionally, we experienced wage pressure which led
to increases in wages of approximately 10% nationwide. These trends will directly increase general & administrative expenses
in 2022. No other material trends in specific travel or other expenses were observed.
Depreciation and Amortization—Depreciation and amortization expense increased as a result of the acquisition of new
stores. We acquired 74 stores during the year ended December 31, 2021, and acquired 23 stores during the year ended
December 31, 2020.
Other Income and Expenses
The following table presents information on other revenues and expenses for the years indicated:
Gain on real estate transactions
Interest expense
Non-cash interest expense related to amortization of discount
on equity component of exchangeable senior notes
Interest income
Equity in earnings and dividend income from unconsolidated
real estate entities
Equity in earnings of unconsolidated real estate ventures - gain
on sale of real estate assets and purchase of joint venture
partner's interest
Income tax expense
Total other expense, net
For the Year Ended
December 31,
2021
2020
$ Change % Change
$ 140,760 $
18,075 $ 122,685
(166,183)
(168,626)
2,443
678.8 %
(1.4) %
—
49,703
(3,675)
15,192
3,675
34,511
(100.0) %
227.2 %
32,358
22,361
9,997
44.7 %
6,251
—
(20,324)
(13,810)
6,251
(6,514)
100.0 %
47.2 %
$
42,565 $ (130,483) $ 173,048
(132.6) %
Gain on Real Estate Transactions — During the first quarter of 2021, we sold 16 stores to a newly established
unconsolidated joint venture for a total sales price of $168,885 resulting in a gain of $63,477. Additionally, we sold 16 stores
during the fourth quarter of 2021 to a third party for a total sales price of $204,500 resulting in a gain of $73,854.
24
Interest Expense—The decrease in interest expense during the year ended December 31, 2021 was primarily the result of
a lower average interest rate when compared to the same period in the prior year. Information on the total face value of debt
and the average interest rate for each quarter during the years ended December 31, 2021 and December 31, 2020 is set forth in
the following table:
For the Three Months
Ended December 31,
For the Three Months
Ended September 30,
For the Three Months
Ended June 30,
For the Three Months
Ended March 31,
2021
2020
2021
2020
2021
2020
2021
2020
Total face value of
debt
$5,984,113
$5,767,771
$5,614,222
$5,302,752
$5,396,746
$5,103,812
$5,321,362
$5,151,993
Average interest rate
2.6%
2.7%
2.8%
3.0%
2.8%
3.0%
2.7%
3.1%
Non-cash Interest Expense Related to Amortization of Discount on Equity Component of Exchangeable Senior
Notes—Represents the amortization of the discounts related to the equity components of the exchangeable senior notes issued
by our Operating Partnership. The exchangeable senior notes had an effective interest rate of 4.0% relative to the carrying
amount of the liability. The notes were paid in full in November 2020.
Interest Income—Interest income represents amounts earned on cash and cash equivalents deposited with financial
institutions, interest earned on bridge loans and debt securities and income earned on notes receivable from common and
preferred Operating Partnership unit holders. In late 2018 we began to provide bridge financing on completed properties owned
by third parties that we manage. The total principal balance of bridge loans receivable as of December 31, 2021 was $279,042,
compared to $187,368 as of December 31, 2020. We also purchased a senior mezzanine note receivable with a principal
amount of $103,000 in July 2020. The increase in interest income during the year ended December 31, 2021 was primarily the
result of interest earned on these loans as well as interest earned from our investment in preferred stock of Jernigan Capital, Inc.
("JCAP"), in connection with the acquisition of JCAP by affiliates of NexPoint Advisors, L.P., which was purchased in
November 2020 for $300,000.
Equity in Earnings and Dividend Income from Unconsolidated Real Estate Entities—Equity in earnings of
unconsolidated real estate ventures represents the income earned through our ownership interests in unconsolidated real estate
ventures. In joint ventures, we and our joint venture partners generally receive a preferred return on our invested capital. To the
extent that cash or profits in excess of these preferred returns are generated, we receive a higher percentage of the excess cash
or profits, as applicable. Dividend income represents dividends from our investment in convertible preferred stock of
SmartStop, which was purchased in October 2019 for $150,000 with another $50,000 invested in October 2020. The increase in
earnings for the year ended December 31, 2021 is related in part to the dividend income from the secondary investment of
SmartStop preferred stock. Additionally the increases related to the higher income at our joint ventures are due to store
performance and the acquisition of 45 stores with new and existing joint venture partners. These increases were offset by the
sale of our equity interest in 22 stores.
Equity in Earnings of Unconsolidated Real Estate Ventures—Gain on Sale of Real Estate Assets and Purchase of
Joint Venture Partner's Interest—In June 2021, we sold our interest in two unconsolidated single store joint ventures to our
joint ventures partner. We received proceeds of $1,888 in cash and recorded a gain of $525. Also, as of June 2021, the WICNN
JV LLC and GFN JV LLC joint ventures sold all 17 of the stores owned by the joint ventures to a third party. Subsequent to the
sales, these joint ventures were dissolved. As a result of these transactions, we recorded a gain of $5,739.
Income Tax Expense—For the year ended December 31, 2021, the increase in income tax expense was the result of an
increase in income earned by our TRS when compared to the same period in the prior year.
Comparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019
The results of operations for the years ended December 31, 2020 compared to December 31, 2019 was included in our
Annual Report on Form 10-K for the year ended December 31, 2020 on page 19, under Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 26,
2021.
FUNDS FROM OPERATIONS
Funds from operations ("FFO") provides relevant and meaningful information about our operating performance that is
necessary, along with net income and cash flows, for an understanding of our operating results. We believe FFO is a
meaningful disclosure as a supplement to net earnings. Net earnings assume that the values of real estate assets diminish
25
FUNDS FROM OPERATIONS
Funds from operations ("FFO") provides relevant and meaningful information about our operating performance that is
necessary, along with net income and cash flows, for an understanding of our operating results. We believe FFO is a meaningful
disclosure as a supplement to net earnings. Net earnings assume that the values of real estate assets diminish predictably over
time as reflected through depreciation and amortization expenses. The values of real estate assets fluctuate due to market
conditions and we believe FFO more accurately reflects the value of our real estate assets. FFO is defined by the National
Association of Real Estate Investment Trusts, Inc. (“NAREIT”) as net income computed in accordance with U.S. generally
accepted accounting principles (“GAAP”), excluding gains or losses on sales of operating stores and impairment write-downs
of depreciable real estate assets, plus real estate related depreciation and amortization and after adjustments to record
unconsolidated partnerships and joint ventures on the same basis. We believe that to further understand our performance, FFO
should be considered along with the reported net income and cash flows in accordance with GAAP, as presented in the
consolidated financial statements. FFO should not be considered a replacement of net income computed in accordance with
GAAP.
The computation of FFO may not be comparable to FFO reported by other REITs or real estate companies that do not
define the term in accordance with the current NAREIT definition or that interpret the current NAREIT definition differently.
FFO does not represent cash generated from operating activities determined in accordance with GAAP, and should not be
considered as an alternative to net income as an indication of our performance, as an alternative to net cash flow from operating
activities as a measure of our liquidity, or as an indicator of our ability to make cash distributions.
The following table presents the calculation of FFO for the periods indicated:
Net income attributable to common stockholders
$
827,649 $
481,779 $
419,967
For the Year Ended December 31,
2021
2020
2019
Adjustments:
Real estate depreciation
Amortization of intangibles
Gain on real estate transactions
Unconsolidated joint venture real estate depreciation and amortization
Unconsolidated joint venture gain on sale of real estate assets and purchase
of partner's interest
Distributions paid on Series A Preferred Operating Partnership units
Income allocated to Operating Partnership noncontrolling interests
Funds from operations attributable to common stockholders and unit
holders
229,133
4,420
(140,760)
11,954
(6,251)
(2,288)
50,109
214,345
1,900
(18,075)
9,021
—
(2,288)
35,803
206,257
5,957
(1,205)
8,044
—
(2,288)
31,156
$
973,966 $
722,485 $
667,888
26
SAME-STORE RESULTS
Comparison of the Year Ended December 31, 2021 to the Year Ended December 31, 2020
Our same-store pool for the periods presented consists of 842 stores that are wholly-owned and operated and that were
stabilized by the first day of the earliest calendar year presented. We consider a store to be stabilized once it has been open for
three years or has sustained average square foot occupancy of 80% or more for one calendar year. We believe that by providing
same-store results from a stabilized pool of stores, with accompanying operating metrics including, but not limited to:
occupancy, rental revenue growth, operating expense growth, net operating income growth, etc., stockholders and potential
investors are able to evaluate operating performance without the effects of non-stabilized occupancy levels, rent levels, expense
levels, acquisitions or completed developments. Same-store results should not be used as a basis for future same-store
performance or for the performance of our stores as a whole. The following table presents operating data for our same-store
portfolio:
For the Year Ended
December 31,
2021
2020
Percent
Change
Same-store rental revenues
Same-store operating expenses
Same-store net operating income
$ 1,199,750 $ 1,054,669
13.8%
$
$
300,935 $
303,831
(1.0)%
898,815 $
750,838
19.7%
Same-store square foot occupancy as of quarter end
95.3 %
94.9 %
Properties included in same-store
842
842
Same-store revenues for the year ended December 31, 2021 increased compared to the prior year, due to higher average
occupancy, higher average rates to new and existing customers and higher late fees partially offset by higher discounts.
Expenses were lower for the year ended December 31, 2021 compared to the prior year, primarily due to decreases in payroll
and marketing expense, partially offset by increases in property taxes, credit card processing fees, repairs and maintenance
expense and insurance expense.
The following table presents a reconciliation of same-store net operating income to net income as presented on our
condensed consolidated statements of operations for the periods indicated:
Net Income
Adjusted to exclude:
Gain on real estate transactions
Equity in earnings and dividend income from unconsolidated real estate entities
Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate assets and
purchase of joint venture partner's interest
Interest expense
Depreciation and amortization
Income tax expense
General and administrative
Management fees, other income and interest income
Net tenant insurance
Non same-store rental revenue
Non same-store operating expense
Total same-store net operating income
For the Year Ended
December 31,
2021
2020
$ 877,758 $ 517,582
(140,760)
(18,075)
(32,358)
(22,361)
(6,251)
—
166,183
241,879
20,324
102,194
172,301
224,444
13,810
96,594
(115,967)
(67,321)
(140,620)
(120,067)
(141,240)
(102,853)
67,673
56,784
$ 898,815 $ 750,838
Comparison of the Year Ended December 31, 2020 to the Year Ended December 31, 2019
The same-store results for the years ended December 31, 2020 compared to December 31, 2019 was included in our
Annual Report on Form 10-K for the year ended December 31, 2020 on page 25, under Part II, Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” which was filed with the SEC on February 26,
2021.
27
CASH FLOWS
Cash flows from operating activities increased as expected due to our continued growth in revenues and through the
increase in the number of properties we own and operate. Cash flows used in investing activities relate primarily to our
acquisitions and development of new stores, sales of stores, investments in unconsolidated real estate entities and notes
receivable from bridge loans, and fluctuate depending on our actions in those areas. Cash flows from financing activities
depend primarily on our debt and equity financing activities. A summary of cash flows along with significant components are
as follows:
Net cash provided by operating activities
Net cash used in investing activities
Net cash provided by (used in) financing activities
Significant components of net cash flow included:
Net income
Depreciation and amortization
Acquisition, development and redevelopment of stores
Gain on real estate transactions
Investment in unconsolidated real estate entities
Issuance and purchase of notes receivable
Investment in debt securities
Proceeds from sale of notes receivable
Proceeds from the sale of common stock, net of offering costs
Proceeds from sale of real estate assets and investments in real estate
ventures
Net proceeds from our debt financing and repayment activities
Repurchase of common stock
Proceeds from issuance of public bonds, net
Dividends paid on common stock
For the Year Ended December 31,
2021
2020
2019
952,436 $
771,232 $
707,686
(837,540) $
(955,427) $
(621,630)
(166,711) $
241,471 $
(88,013)
877,758 $
517,582 $
241,879 $
224,444 $
451,123
219,857
(1,289,524) $
(387,448) $
(403,211)
(140,760) $
(18,075) $
(1,205)
(54,602) $
(64,792) $
(197,759)
(317,482) $
(313,355) $
(185,993)
— $
(300,000) $
172,002 $
62,764 $
—
—
273,189 $
103,468 $
198,827
572,728 $
44,024 $
11,254
206,691 $
1,266,270 $
205,267
— $
(67,873) $
1,040,349 $
— $
—
—
(600,994) $
(467,765) $
(458,114)
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
$
We believe that cash flows generated by operations, along with our existing cash and cash equivalents, the availability of
funds under our existing lines of credit, and our access to capital markets will be sufficient to meet all of our reasonably
anticipated cash needs during the next twelve months. These cash needs include operating expenses, monthly debt service
payments, recurring capital expenditures, acquisitions, funding for new notes receivable for bridge loans, building
redevelopments and expansions, distributions to unit holders and dividends to stockholders necessary to maintain our REIT
qualification.
We expect to generate positive cash flow from operations and we consider projected cash flows in our sources and uses of
cash. These cash flows are principally derived from rents paid by our tenants. A significant deterioration in projected cash flows
from operations could cause us to increase our reliance on available funds under our existing lines of credit, curtail planned
capital expenditures, or seek other additional sources of financing.
28
LIQUIDITY AND CAPITAL RESOURCES
Financing Strategy
We will continue to employ leverage in our capital structure in amounts reviewed from time to time by our board of
directors. Although our board of directors has not adopted a policy which limits the total amount of indebtedness that we may
incur, we will consider a number of factors in evaluating our level of indebtedness from time to time, as well as the amount of
such indebtedness that will be either fixed or variable rate. In making financing decisions, we will consider factors including
but not limited to:
• the interest rate of the proposed financing;
• the extent to which the financing impacts flexibility in managing our stores;
• prepayment penalties and restrictions on refinancing;
• the purchase price of stores acquired with debt financing;
• long-term objectives with respect to the financing;
• target investment returns;
• the ability of particular stores, and our company as a whole, to generate cash flow sufficient to cover expected debt
service payments;
• overall level of consolidated indebtedness;
• timing of debt maturities;
• provisions that require recourse and cross-collateralization; and
• corporate credit ratios including fixed charge coverage ratio and max secured/unsecured indebtedness.
Our indebtedness may be recourse, non-recourse, cross-collateralized, cross-defaulted, secured or unsecured. In addition,
we may invest in stores subject to existing loans collateralized by mortgages or similar liens, or may refinance stores acquired
on a leveraged basis. We may use the proceeds from any borrowings to refinance existing indebtedness, to refinance
investments, including the redevelopment of existing stores, for general working capital or to purchase additional interests in
partnerships or joint ventures or for other purposes when we believe it is advisable.
As of December 31, 2021, we had $71,126 available in cash and cash equivalents. Our cash and cash equivalents are held
in accounts managed by third party financial institutions and consist of invested cash and cash in our operating accounts.
During 2021 and 2020, we experienced no loss or lack of access to our cash or cash equivalents; however, there can be no
assurance that access to our cash and cash equivalents will not be impacted by adverse conditions in the financial markets.
As of December 31, 2021, we had $5,984,113 face value of debt, resulting in a debt to total enterprise value ratio of
15.6%. As of December 31, 2020, we had $5,767,771 face value of debt, resulting in a debt to total enterprise value ratio of
27.5%. As of December 31, 2021, the ratio of total fixed-rate debt and other instruments to total debt was 75.3% (including
$1,983,145 on which we have interest rate swaps that have been included as fixed-rate debt). As of December 31, 2020, the
ratio of total fixed-rate debt and other instruments to total debt was 63.1% (including $2,091,269 on which we have interest rate
swaps that have been included as fixed-rate debt). The weighted average interest rate of total debt at December 31, 2021 and
2020 was 2.6% and 2.7%, respectively.
In January 2021, we received a Baa2 rating from Moody's Investors Service and in July 2019, we obtained a BBB/Stable
rating from S&P. We intend to manage our balance sheet to preserve such ratings. Certain of our real estate assets are pledged
as collateral for our debt. We have a total of 752 unencumbered stores as defined by our public bonds. Our unencumbered asset
value is calculated as $13,498,591 and our total asset value is calculated as $18,072,262 according to the calculations as defined
by our public bonds. We are subject to certain restrictive covenants relating to our outstanding debt. We were in compliance
with all financial covenants at December 31, 2021.
We expect to fund our short-term liquidity requirements, including operating expenses, recurring capital expenditures,
dividends to stockholders, distributions to holders of Operating Partnership units and interest on our outstanding indebtedness,
out of our operating cash flow, cash on hand and borrowings under our revolving lines of credit. In addition, we are pursuing
additional sources of financing based on anticipated funding needs.
Our liquidity needs consist primarily of operating expenses, monthly debt service payments, recurring capital
expenditures, distributions to unit holders and dividends to stockholders necessary to maintain our REIT qualification. We may
from time to time seek to repurchase our outstanding debt, shares of common stock or other securities in open market
purchases, privately negotiated transactions or otherwise. Such repurchases, if any, will depend on prevailing market
conditions, our liquidity requirements, contractual restrictions and other factors. In addition, we evaluate, on an ongoing basis,
the merits of strategic acquisitions and other relationships, which may require us to raise additional funds. We may also use
Operating Partnership units as currency to fund acquisitions from self-storage owners who desire tax-deferral in their exiting
transactions.
29
CONTRACTUAL OBLIGATIONS
As of December 31, 2021, the weighted average interest rate for all fixed rate debt was 3.1%, and the weighted average
interest rate on all variable rate debt was 1.3%.
For more information on our contractual obligations related to real estate acquisitions, refer to our commitments and
contingencies footnote in the notes to the consolidated financial statements in Item 8 of this Form 10-K.
SEASONALITY
The self-storage business has been subject to seasonal fluctuations. A greater portion of revenues and profits is
typically realized from May through September. Historically, our highest level of occupancy has been at the end of July,
while our lowest level of occupancy has been in late February and early March. Results for any quarter may not be indicative
of the results that may be achieved for the full fiscal year.
Item 7A.
Quantitative and Qualitative Disclosures About Market Risk
Market Risk
Market risk refers to the risk of loss from adverse changes in market prices and interest rates. Our future income, cash
flows and fair values of financial instruments are dependent upon prevailing market interest rates.
Interest Rate Risk
Interest rate risk is highly sensitive to many factors, including governmental monetary and tax policies, domestic and
international economic and political considerations and other factors beyond our control.
As of December 31, 2021, we had approximately $5,984,113 in total face value debt, of which approximately $1,477,679
was subject to variable interest rates (excluding debt with interest rate swaps). If LIBOR were to increase or decrease by 100
basis points, the increase or decrease in interest expense on the variable rate debt would increase or decrease future earnings and
cash flows by approximately $14,777 annually.
Interest rate risk amounts were determined by considering the impact of hypothetical interest rates on our financial
instruments. These analyses do not consider the effect of any change in overall economic activity that could occur. Further, in
the event of a change of that magnitude, we may take actions to further mitigate our exposure to the change. However, due to
the uncertainty of the specific actions that would be taken and their possible effects, these analyses assume no changes in our
financial structure.
Derivative Instruments
We use derivative instruments to help manage interest rate risk using designated hedge relationships. Interest rate swaps
involve the exchange of fixed-rate and variable-rate interest payments between two parties based on a contractual underlying
notional amount, but do not involve the exchange of the underlying notional amounts. See our Derivatives footnote in our Notes
to consolidated financial statements in Item 8 for additional information about our use of derivative contracts.
30
Item 8.
Financial Statements and Supplementary Data
EXTRA SPACE STORAGE INC.
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
AND SCHEDULES
Report of Independent Registered Public Accounting Firm (PCAOB ID: 42)
Consolidated Balance Sheets as of December 31, 2021 and 2020
Consolidated Statements of Operations for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Comprehensive Income for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Stockholders’ Equity for the years ended December 31, 2021, 2020 and 2019
Consolidated Statements of Cash Flows for the years ended December 31, 2021, 2020 and 2019
Notes to Consolidated Financial Statements
Schedule III - Real Estate and Accumulated Depreciation
32
34
35
36
37
40
42
77
All other schedules have been omitted since the required information is not present or not present in amounts sufficient to
require submission of the schedule, or because the information required is included in the consolidated financial statements or
notes thereto.
31
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Extra Space Storage Inc.
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Extra Space Storage Inc. (the Company) as of December 31,
2021 and 2020, the related consolidated statements of operations, comprehensive income, stockholders' equity and cash flows
for each of the three years in the period ended December 31, 2021, and the related notes and financial statement schedule listed
in the Index at Item 8 (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated
financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2021 and
2020, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2021, in
conformity with U.S. generally accepted accounting principles.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States)
(PCAOB), the Company's internal control over financial reporting as of December 31, 2021, based on criteria established in
Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission
(2013 framework), and our report dated February 28, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on
the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are
required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable
rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to
error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial
statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included
examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included
evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall
presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
Critical Audit Matter
The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that
was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that
are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The
communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken
as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit
matter or on the account or disclosure to which it relates.
32
Purchase price allocation
Description of the
Matter
For the year ended December 31, 2021, the Company completed the acquisition of 70 self-storage
properties (“stores”) for a total purchase price of $1.1 billion. As further discussed in Note 2 of the
consolidated financial statements, the transactions were accounted for as asset acquisitions, and the
purchase price was allocated to the real estate assets acquired based on their relative fair values, which are
estimated using unobservable inputs.
Auditing the accounting for the Company’s 2021 acquisitions of stores was subjective because in
determining the fair value of acquired land and buildings, the Company had to rely on unobservable inputs
due to the lack of available directly comparable market information. In particular, the fair value estimates
were sensitive to assumptions such as price of land per square foot, and current replacement cost
estimates, including adjustments for the age, class, height, square footage, condition, location, and turnkey
factor associated with the acquired assets.
How We
Addressed the
Matter in Our
Audit
We obtained an understanding, evaluated the design, and tested the operating effectiveness of controls
over management’s accounting for acquired stores, including controls over the review of assumptions
underlying the purchase price allocation and accuracy of the underlying data used. For example, we tested
controls over the determination of the fair value of the land and building assets, including the controls over
the review of the valuation models and the underlying assumptions used to develop such estimates.
For the 2021 store acquisitions described above, our procedures included, but were not limited to,
evaluating the Company’s valuation methodologies and evaluating the significant assumptions used to
determine the fair value of the assets acquired. For certain of these asset acquisitions, we tested the
completeness and accuracy of the underlying data by, among other things, recalculating the current
replacement cost of buildings and comparing the adjustments for the age, class, height, square footage,
condition, location, and turnkey factor with the acquired assets to industry publications. Additionally, we
also compared significant assumptions, including prices per square foot to third-party sources such as
recent land sales. For certain of these asset acquisitions, we involved our valuation specialists to assist in
the assessment of the methodology utilized by the Company, in addition to performing corroborative
analyses to assess whether the conclusions in the valuation were supported by observable market data. For
example, our valuation specialists used independently identified data sources to evaluate management’s
selected comparable land sales and replacement cost assumptions.
/s/ Ernst & Young LLP
We have served as the Company’s auditor since 2005.
Salt Lake City, Utah
February 28, 2022
33
Extra Space Storage Inc.
Consolidated Balance Sheets
(dollars in thousands, except share data)
Assets:
Real estate assets, net
Real estate assets - operating lease right-of-use assets
Investments in unconsolidated real estate entities
Investments in debt securities and notes receivable
Cash and cash equivalents
Restricted cash
Other assets, net
Total assets
Liabilities, Noncontrolling Interests and Equity:
Notes payable, net
Unsecured term loans, net
Unsecured senior notes, net
Revolving lines of credit
Operating lease liabilities
Cash distributions in unconsolidated real estate ventures
Accounts payable and accrued expenses
Other liabilities
Total liabilities
Commitments and contingencies
Noncontrolling Interests and Equity:
Extra Space Storage Inc. stockholders' equity:
December 31, 2021
December 31, 2020
$
8,834,649 $
7,893,802
227,949
457,326
719,187
71,126
5,068
159,172
252,172
397,444
593,810
109,124
18,885
130,611
$
$
10,474,477 $
9,395,848
1,320,755 $
2,283,454
1,741,926
2,360,066
535,000
233,356
63,582
142,285
291,531
1,194,383
1,319,466
949,000
263,485
47,126
130,012
272,798
6,688,501
6,459,724
Preferred stock, $0.01 par value, 50,000,000 shares authorized, no shares issued
or outstanding
Common stock, $0.01 par value, 500,000,000 shares authorized, 133,922,305
and 131,357,961 shares issued and outstanding at December 31, 2021 and 2020,
respectively
Additional paid-in capital
Accumulated other comprehensive loss
Accumulated deficit
Total Extra Space Storage Inc. stockholders' equity
Noncontrolling interest represented by Preferred Operating Partnership units, net
Noncontrolling interests in Operating Partnership, net and other noncontrolling
interests
Total noncontrolling interests and equity
—
—
1,339
1,314
3,285,948
3,000,458
(42,546)
(128,245)
3,116,496
259,110
410,370
3,785,976
(99,093)
(354,900)
2,547,779
172,052
216,293
2,936,124
Total liabilities, noncontrolling interests and equity
$
10,474,477 $
9,395,848
See accompanying notes
34
Extra Space Storage Inc.
Consolidated Statements of Operations
(dollars in thousands, except share data)
Revenues:
Property rental
Tenant reinsurance
Management fees and other income
Total revenues
Expenses:
Property operations
Tenant reinsurance
General and administrative
Depreciation and amortization
Total expenses
Gain on real estate transactions
Income from operations
Interest expense
Non-cash interest expense related to amortization of discount on
equity component of exchangeable senior notes
Interest income
Income before equity in earnings and dividend income from
unconsolidated real estate ventures and income tax expense
Equity in earnings and dividend income from unconsolidated real
estate entities
Equity in earnings of unconsolidated real estate ventures - gain on
sale of real estate assets and purchase of joint venture partner's
interest
Income tax expense
Net income
Net income allocated to Preferred Operating Partnership
noncontrolling interests
Net income allocated to Operating Partnership and other
noncontrolling interests
Net income attributable to common stockholders
Earnings per common share
Basic
Diluted
Weighted average number of shares
Basic
Diluted
For the Year Ended December 31,
2021
2020
2019
$
1,340,990 $
1,157,522 $
1,130,177
170,108
66,264
146,561
52,129
128,387
49,890
1,577,362
1,356,212
1,308,454
368,608
29,488
102,194
241,879
742,169
140,760
975,953
360,615
26,494
96,594
224,444
708,147
18,075
666,140
(166,183)
(168,626)
—
49,703
(3,675)
15,192
336,050
29,376
89,418
219,857
674,701
1,205
634,958
(186,526)
(4,742)
7,467
859,473
509,031
451,157
32,358
22,361
11,274
6,251
(20,324)
877,758
—
(13,810)
517,582
—
(11,308)
451,123
(14,697)
(12,882)
(12,492)
(35,412)
(22,921)
827,649 $
481,779 $
(18,664)
419,967
6.20 $
6.19 $
3.71 $
3.71 $
3.27
3.24
$
$
$
133,374,938
140,016,028
129,541,531
129,584,829
128,203,568
136,433,769
See accompanying notes
35
Extra Space Storage Inc.
Consolidated Statements of Comprehensive Income
(amounts in thousands)
Net income
Other comprehensive income (loss):
Change in fair value of interest rate swaps
Total comprehensive income
Less: comprehensive income attributable to noncontrolling interests
For the Year Ended December 31,
2021
2020
2019
$
877,758 $
517,582 $
451,123
59,325
937,083
52,887
(73,686)
443,896
32,244
(66,843)
384,280
27,929
Comprehensive income attributable to common stockholders
$
884,196 $
411,652 $
356,351
See accompanying notes
36
Extra Space Storage Inc.
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
Noncontrolling Interests
Extra Space Storage Inc. Stockholders' Equity
Preferred
Operating
Partnership
Operating
Partnership
Other
Shares
Par
Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and
Equity
Balances at December 31, 2018
$
153,096 $
218,362 $ 240
127,103,750 $ 1,271 $ 2,640,705 $
34,650 $
(262,902) $
2,785,422
Issuance of common stock upon the exercise of options
Restricted stock grants issued
Restricted stock grants cancelled
Issuance of common stock, net of offering costs
Compensation expense related to stock-based awards
Repayment of receivable for preferred operating units pledged
as collateral on loan
Redemption of Operating Partnership units for stock
Conversion of Preferred C Units in the Operating Partnership
for Common Operating Partnership Units
Issuance of Preferred D Units in the Operating Partnership in
conjunction with acquisitions
Noncontrolling interest in consolidated joint venture
Net income (loss)
Other comprehensive loss
Distributions to Operating Partnership units held by
noncontrolling interests
Dividends paid on common stock at $3.56 per share
—
—
—
—
—
—
—
—
—
—
—
1,211
(13,057)
(4,374)
4,374
28,022
—
12,492
(407)
—
—
18,711
(2,820)
(12,881)
(21,362)
—
—
—
—
—
—
—
—
—
—
—
173
(47)
—
—
—
211,057
109,081
(8,863)
1,779,200
—
—
340,182
—
—
—
—
—
—
—
3
2
—
19
—
—
—
—
—
—
—
—
—
—
3,060
—
—
198,808
13,051
—
13,057
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(63,616)
—
—
—
—
—
—
—
—
—
—
—
—
419,967
—
—
(458,114)
3,063
2
—
198,827
13,051
1,211
—
—
28,022
173
451,123
(66,843)
(34,243)
(458,114)
Balances at December 31, 2019
$
175,948 $
205,419 $ 366
129,534,407 $ 1,295 $ 2,868,681 $
(28,966) $
(301,049) $
2,921,694
37
Extra Space Storage Inc.
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
Noncontrolling Interests
Extra Space Storage Inc. Stockholders' Equity
Preferred
Operating
Partnership
Operating
Partnership
Other
Shares
Par
Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and
Equity
Balances at December 31, 2019
$
175,948 $
205,419 $ 366
129,534,407 $ 1,295 $ 2,868,681 $
(28,966) $
(301,049) $
2,921,694
Issuance of common stock upon the exercise of options
Issuance of common stock in connection with share based
compensation
Restricted stock grants cancelled
Issuance of common stock, net of offering costs
Buyback of common stock, net of offering costs
Redemption of Operating Partnership units for stock
Repurchase of equity portion of 2015 exchangeable senior notes
Repayment of receivable with Preferred operating units pledged
as collateral on loan
Redemption of Preferred B Units in the Operating Partnership
for cash
Redemption of Preferred D Units in the Operating Partnership
for stock
Noncontrolling interest in consolidated joint venture
Net income (loss)
Other comprehensive loss
Distributions to Operating Partnership units held by
noncontrolling interests
Dividends paid on common stock at $3.60 per share
—
—
—
—
—
—
—
—
(1,000)
(2,724)
—
12,882
(456)
—
—
—
—
—
(4,572)
—
16,213
—
—
—
22,952
(3,103)
(12,598)
(21,017)
—
—
—
—
—
—
—
—
—
—
—
—
66
(31)
—
—
—
134,930
143,187
(5,083)
899,048
(826,797)
123,993
1,323,781
—
—
30,495
—
—
—
—
—
1
1
—
9
(8)
1
14
—
—
1
—
—
—
—
—
4,758
16,280
—
103,459
—
4,571
(14)
—
—
2,723
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
(70,127)
—
—
—
— `
—
—
(67,865)
—
—
—
—
—
—
481,779
—
—
(467,765)
4,759
16,281
—
103,468
(67,873)
—
—
16,213
(1,000)
—
66
517,582
(73,686)
(33,615)
(467,765)
Balances at December 31, 2020
$
172,052 $
215,892 $ 401
131,357,961 $ 1,314 $ 3,000,458 $
(99,093) $
(354,900) $
2,936,124
38
Extra Space Storage Inc.
Consolidated Statements of Stockholders' Equity
(amounts in thousands, except share data)
Noncontrolling Interests
Extra Space Storage Inc. Stockholders' Equity
Preferred
Operating
Partnership
Operating
Partnership
Other
Shares
Par
Value
Additional
Paid-in
Capital
Accumulated
Other
Comprehensive
Loss
Accumulated
Deficit
Total
Noncontrolling
Interests and
Equity
Balances at December 31, 2020
$
172,052 $
215,892 $ 401
131,357,961 $ 1,314 $ 3,000,458 $
(99,093) $
(354,900) $
2,936,124
Issuance of common stock upon the exercise of options
Issuance of common stock in connection with share based
compensation
Restricted stock grants cancelled
Issuance of common stock, net of offering costs
Redemption of Operating Partnership units for stock
Redemption of Preferred B Units in the Operating Partnership
for stock
Redemption of Operating Partnership units for cash
Repayment of receivable with Operating Partnership units
pledged as collateral
Issuance of Operating Partnership units in conjunction with
acquisitions
Issuance of Preferred D units in the Operating Partnership in
conjunction with acquisitions
Purchase of remaining equity interest in existing consolidated
joint venture
Noncontrolling interest in consolidated joint venture
Net income (loss)
Other comprehensive income
Distributions to Operating Partnership units held by
noncontrolling interests
Dividends paid on common stock at $4.50 per share
—
—
—
—
—
(2,834)
—
—
—
88,074
—
—
14,697
366
—
—
—
—
(6,373)
—
(173)
411
188,319
—
—
—
35,414
2,412
(13,245)
(25,849)
—
—
—
—
—
—
—
—
—
—
—
—
—
(82)
(2)
—
—
—
62,322
148,228
(12,808)
2,185,685
165,652
15,265
—
—
—
—
—
—
—
—
—
—
—
—
—
22
2
1
—
—
—
—
—
—
—
—
—
—
4,572
17,303
—
273,167
6,371
2,833
(615)
—
—
—
(18,141)
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
—
56,547
—
—
—
—
—
—
—
—
—
—
—
—
—
—
827,649
—
—
(600,994)
4,572
17,303
—
273,189
—
—
(788)
411
188,319
88,074
(18,141)
(82)
877,758
59,325
(39,094)
(600,994)
Balances at December 31, 2021
$
259,110 $
410,053 $ 317
133,922,305 $ 1,339 $ 3,285,948 $
(42,546) $
(128,245) $
3,785,976
See accompanying notes
39
Extra Space Storage Inc.
Consolidated Statements of Cash Flows
(amounts in thousands)
For the Year Ended December 31,
2021
2020
2019
$
877,758 $
517,582 $
451,123
Cash flows from operating activities:
Net income
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization
Amortization of deferred financing costs
Non-cash interest expense related to amortization of discount on equity
component of exchangeable senior notes
Non-cash lease expense
Compensation expense related to stock-based awards
Accrual of interest income added to principal of debt securities and notes
receivable
Gain on real estate transactions
Equity in earnings of unconsolidated real estate ventures - gain on sale of real
estate assets and purchase of joint venture partner's interest
Distributions from unconsolidated real estate ventures in excess of earnings
Changes in operating assets and liabilities:
Other assets
Accounts payable and accrued expenses
Other liabilities
Net cash provided by operating activities
Cash flows from investing activities:
Acquisition of real estate assets
Development and redevelopment of real estate assets
Proceeds from sale of real estate assets and investments in real estate ventures
Investment in unconsolidated real estate entities
Return of investment in unconsolidated real estate ventures
Issuance and purchase of notes receivable
Investment in debt securities
Proceeds from sale of notes receivable
Principal payments received from notes receivable
Purchase of equipment and fixtures
Net cash used in investing activities
Cash flows from financing activities:
241,879
10,587
—
1,869
17,303
(34,550)
(140,760)
(6,251)
7,035
(23,891)
10,951
(9,494)
952,436
224,444
9,386
3,675
1,173
16,281
(8,059)
(18,075)
—
6,893
(19,674)
17,974
19,632
771,232
(1,233,298)
(320,148)
(56,226)
572,728
(54,602)
31,534
(317,482)
—
172,002
51,463
(3,659)
(837,540)
(67,300)
44,024
(64,792)
371
(313,355)
(300,000)
62,764
10,102
(7,093)
(955,427)
Proceeds from the sale of common stock, net of offering costs
Proceeds from notes payable and revolving lines of credit
Principal payments on notes payable and revolving lines of credit
273,189
4,666,632
103,468
3,281,000
(5,500,290)
(2,014,730)
Principal payments on notes payable to trusts
Proceeds from issuance of public bonds, net
Deferred financing costs
Repurchase of exchangeable senior notes
Net proceeds from exercise of stock options
Repurchase of common stock
Proceeds from principal payments on notes receivable collateralized by OP Units and
Preferred OP Units
Redemption of Operating Partnership units held by noncontrolling interests
Contributions from noncontrolling interests
Dividends paid on common stock
Distributions to noncontrolling interests
Net cash provided by (used in) financing activities
Net increase (decrease) in cash, cash equivalents, and restricted cash
Cash, cash equivalents, and restricted cash, beginning of the period
Cash, cash equivalents, and restricted cash, end of the period
—
1,040,349
(10,698)
—
4,572
—
411
(788)
—
(600,994)
(39,094)
(166,711)
(51,815)
128,009
—
—
(4,052)
(575,000)
4,759
(67,873)
16,213
(1,000)
66
(467,765)
(33,615)
241,471
57,276
70,733
$
76,194 $
128,009 $
40
219,857
11,989
4,742
1,064
13,051
—
(1,205)
6,358
(12,482)
15,522
(2,333)
707,686
(349,494)
(53,717)
11,254
(197,759)
3,982
(185,993)
—
—
157,861
(7,764)
(621,630)
198,827
2,214,000
(1,977,805)
(30,928)
—
(2,986)
—
3,063
—
—
—
173
(458,114)
(34,243)
(88,013)
(1,957)
72,690
70,733
Supplemental schedule of cash flow information
Interest paid
Income taxes paid
Supplemental schedule of noncash investing and financing activities:
Redemption of Operating Partnership units held by noncontrolling interests for common stock
Noncontrolling interests in Operating Partnership
Common stock and paid-in capital
Contribution of Preferred OP Units to unconsolidated real estate venture
Investments in unconsolidated real estate ventures
Value of Preferred Operating Partnership units issued
Redemption of Preferred Operating Partnership units for common stock
Preferred Operating Partnership units
Additional paid-in capital
Issuance of Preferred OP Units for additional investment in unconsolidated real estate venture
Preferred OP Units
Common OP Units
Acquisition and establishment of operating lease right of use assets and lease liabilities
Real estate assets - operating lease right-of-use assets
Operating lease liabilities
Accounts payable and accrued expenses
Acquisitions of real estate assets
Real estate assets, net
Value of Operating Partnership and Preferred Operating Partnership units issued
Notes payable assumed
Investment in unconsolidated real estate ventures
Finance lease liability
Net liabilities assumed
Accrued construction costs and capital expenditures
Acquisition of real estate assets
Development and redevelopment of real estate assets
Accounts payable and accrued expenses
See accompanying notes
For the Year Ended December 31,
2021
2020
2019
$
152,170 $
159,597 $
26,252
5,181
174,155
10,359
$
$
$
$
$
(6,373) $
(4,005) $
6,373
4,005
— $
—
— $
—
(2,834) $
(2,724) $
2,834
2,724
(13,057)
13,057
(28,022)
28,022
—
—
— $
—
— $
—
4,374
(4,374)
6,655 $
8,014 $
(6,655)
—
(8,014)
—
277,557
(286,914)
9,357
$
318,036 $
41,491 $
(276,393)
(20,028)
5,383
(26,998)
—
—
—
—
(41,491)
—
$
1,323 $
656 $
—
(1,323)
—
(656)
21,066
—
(17,157)
(2,780)
—
(1,129)
2,203
1,601
(3,804)
41
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
Amounts in thousands, except store and share data, unless otherwise stated
1.
DESCRIPTION OF BUSINESS
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, develop and redevelop
professionally managed self-storage properties located throughout the United States. The Company was formed to continue the
business of Extra Space Storage LLC and its subsidiaries, which had engaged in the self-storage business since 1977. The
Company’s interest in its stores 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 invests in stores by acquiring wholly-owned stores or by acquiring an equity interest in real estate entities.
At December 31, 2021, the Company had direct and indirect equity interests in 1,268 storage facilities. In addition, the
Company managed 828 stores for third parties bringing the total number of stores which it owns and/or manages to
2,096. These stores are located in 41 states and Washington, D.C. The Company also offers tenant reinsurance at its owned and
managed stores that insures the value of goods in the storage units.
2.
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Basis of Presentation
The consolidated financial statements are presented on the accrual basis of accounting in accordance with U.S. generally
accepted accounting principles (“GAAP”) and include the accounts of the Company and its wholly- or majority-owned
subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
For comparison purposes, the Company has reclassified a portion of Notes payable, net to Unsecured term loans, net and
Unsecured senior notes, net on the Consolidated Balance Sheets as of December 31, 2020, to conform to the presentation as of
December 31, 2021.
Variable Interest Entities
The Company accounts for arrangements that are not controlled through voting or similar rights as variable interest
entities (“VIEs”). An enterprise is required to consolidate a VIE if it is the primary beneficiary of the VIE. A VIE is created
when (i) the equity investment at risk is not sufficient to permit the entity to finance its activities without additional
subordinated financial support from other parties, or (ii) the entity’s equity holders as a group either: (a) lack the power, through
voting or similar rights, to direct the activities of the entity that most significantly impact the entity’s economic performance,
(b) are not obligated to absorb expected losses of the entity if they occur, or (c) do not have the right to receive expected
residual returns of the entity if they occur. If an entity is deemed to be a VIE, the enterprise that is deemed to have a variable
interest, or combination of variable interests, that provides the enterprise with a controlling financial interest in the VIE, is
considered the primary beneficiary and must consolidate the VIE.
The Company has concluded that under certain circumstances when the Company enters into arrangements for the
formation of joint ventures or when entering into a new bridge loan agreement, a VIE may be created under condition (i),
(ii) (b) or (c) of the previous paragraph. For each VIE created, the Company has performed a qualitative analysis, including
considering which party, if any, has the power to direct the activities most significant to the economic performance of each VIE
and whether that party has the obligation to absorb losses of the VIE or the right to receive benefits from the VIE that could be
significant to the VIE. If the Company is determined to be the primary beneficiary of the VIE, the assets, liabilities and
operations of the VIE are consolidated with the Company’s financial statements. The Company had one consolidated VIE
consisting of four stores as of December 31, 2021 and no consolidated VIEs as of December 31, 2020.
The Company’s investments in real estate joint ventures, where the Company has significant influence, but not control,
and joint ventures which are VIEs in which the Company is not the primary beneficiary, are recorded under the equity method
of accounting on the accompanying consolidated financial statements.
42
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Use of Estimates
The preparation of financial statements in conformity with GAAP 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.
Fair Value Disclosures
Derivative financial instruments
Currently, the Company uses interest rate swaps to manage its interest rate risk. The valuation of these instruments is
determined using widely accepted valuation techniques including discounted cash flow analysis on the expected cash flows of
each derivative. This analysis reflects the contractual terms of the derivatives, including the period to maturity, and uses
observable market-based inputs, including interest rate curves. The fair values of interest rate swaps are determined using the
market standard methodology of netting the discounted future fixed cash payments and the discounted expected variable cash
receipts. The variable cash receipts are based on an expectation of future interest rates (forward curves) derived from observable
market interest rate forward curves.
The Company incorporates credit valuation adjustments to appropriately reflect both its own nonperformance risk and the
respective counterparty’s nonperformance risk in the fair value measurements. In adjusting the fair value of its derivative
contracts for the effect of nonperformance risk, the Company has considered the impact of netting and any applicable credit
enhancements, such as collateral postings, thresholds, mutual puts, and guarantees. In conjunction with the Financial
Accounting Standard Board’s fair value measurement guidance, the Company made an accounting policy election to measure
the credit risk of its derivative financial instruments that are subject to master netting agreements on a net basis by counterparty
portfolio.
Although the Company has determined that the majority of the inputs used to value its derivatives fall within Level 2 of
the fair value hierarchy, the credit valuation adjustments associated with its derivatives utilize Level 3 inputs, such as estimates
of current credit spreads to evaluate the likelihood of default by itself and its counterparties. However, as of December 31,
2021, the Company has assessed the significance of the impact of the credit valuation adjustments on the overall valuation of its
derivative positions and has determined that the credit valuation adjustments are not significant to the overall valuation of its
derivatives. As a result, the Company has determined that its derivative valuations in their entirety are classified in Level 2 of
the fair value hierarchy.
The table below presents the Company’s assets and liabilities measured at fair value on a recurring basis as of
December 31, 2021, aggregated by the level in the fair value hierarchy within which those measurements fall.
Description
Other assets - Cash flow hedge swap agreements
Other liabilities - Cash flow hedge swap agreements
Fair Value Measurements at Reporting Date Using
December 31,
2021
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
Significant Other
Observable Inputs
(Level 2)
Significant
Unobservable
Inputs (Level 3)
$
$
271 $
39,569 $
— $
— $
271 $
39,569 $
—
—
There were no transfers of assets and liabilities between Level 1 and Level 2 during the year ended December 31, 2021.
The Company did not have any significant assets or liabilities that are re-measured on a recurring basis using significant
unobservable inputs as of December 31, 2021 or 2020.
Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
Long-lived assets held for use are evaluated for impairment when events or circumstances indicate there may be
impairment. The Company reviews each store at least annually to determine if any such events or circumstances have occurred
or exist. The Company focuses on stores where occupancy and/or rental income have decreased by a significant amount. For
these stores, the Company determines whether the decrease is temporary or permanent, and whether the store will likely recover
the lost occupancy and/or revenue in the short term. In addition, the Company reviews stores in the lease-up stage and compares
actual operating results to original projections.
43
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
When the Company determines that an event that may indicate impairment has occurred, the Company compares the
carrying value of the related long-lived assets to the undiscounted future net operating cash flows attributable to the assets. An
impairment loss is recorded if the net carrying value of the assets exceeds the undiscounted future net operating cash flows
attributable to the assets. The impairment loss recognized equals the excess of net carrying value over the related fair value of
the assets.
When real estate assets are identified by management as held for sale, the Company discontinues depreciating the assets
and estimates the fair value of the assets, net of selling costs. The Company compares the carrying value of the related long-
lived assets to the undiscounted future net operating cash flows attributable to the assets (categorized within Level 3 of the fair
value hierarchy). If the estimated fair value, net of selling costs, of the assets that have been identified as held for sale is less
than the net carrying value of the assets, the Company would recognize a loss on the assets held for sale. The operations of
assets held for sale or sold during the period are presented as part of normal operations for all periods presented.
The Company assesses annually whether there are any indicators that the value of the Company’s investments in
unconsolidated real estate entities may be impaired and when events or circumstances indicate that there may be impairment.
An investment is impaired if management’s estimate of the fair value of the investment is less than its carrying value. To the
extent impairment has occurred, and is considered to be other than temporary, the loss is measured as the excess of the carrying
amount of the investment over the fair value of the investment.
As of December 31, 2021 and 2020, the Company did not have any assets or liabilities measured at fair value on a
nonrecurring basis.
Fair Value of Financial Instruments
The carrying values of cash and cash equivalents, restricted cash, receivables, other financial instruments included in
other assets, accounts payable and accrued expenses, variable-rate notes payable, investments in debt securities and notes
receivable, revolving lines of credit and other liabilities reflected in the consolidated balance sheets at December 31, 2021 and
2020, approximate fair value.
The fair values of the Company’s notes receivable and notes receivable from Preferred Operating Partnership unit holders
were based on the discounted estimated future cash flow of the notes (categorized within Level 3 of the fair value hierarchy);
the discount rate used approximated the current market rate for loans with similar maturities and credit quality. The fair values
of the Company’s fixed rate notes payable were estimated using the discounted estimated future cash payments to be made on
such debt (categorized within Level 3 of the fair value hierarchy); the discount rates used approximated current market rates for
loans, or groups of loans, with similar maturities and credit quality. The fair value of the Company’s exchangeable senior notes
was estimated using an average market price for similar securities obtained from a third party.
The fair values of the Company’s fixed-rate assets and liabilities were as follows for the periods indicated:
Notes receivable from Preferred and Common Operating
Partnership unit holders
Fixed rate notes receivable
Fixed rate debt
Real Estate Assets
December 31, 2021
December 31, 2020
Fair
Value
Carrying
Value
Fair
Value
Carrying
Value
$
$
$
101,824 $
101,900 $
102,333 $
105,954 $
104,251 $
114,145 $
102,311
104,000
4,643,072 $
4,506,435 $
3,816,530 $
3,637,220
Real estate assets are stated at cost, less accumulated depreciation. Direct and allowable internal 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. The construction period begins when
expenditures for the real estate assets have been made and activities that are necessary to prepare the asset for its intended use
are in progress. The construction period ends when the asset is substantially complete and ready for its intended use.
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 and depreciated over their estimated useful lives. Depreciation is
44
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
computed using the straight-line method over the estimated useful lives of the buildings and improvements, which are generally
between five and 39 years.
The purchase of stores are considered asset acquisitions. As such, the purchase price is allocated to the real estate assets
acquired based on their relative fair values, which are estimated using significant unobservable inputs. The value of the tangible
assets, consisting of land and buildings, is determined as if vacant. Intangible assets, which represent the value of existing
tenant relationships, are recorded at their relative 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 stores. Any debt assumed as part
of the acquisition is recorded at fair value based on current interest rates compared to contractual rates. Acquisition-related
transactions costs are capitalized as part of the purchase price.
Intangible lease rights represent: (1) purchase price amounts allocated to leases on three stores that cannot be classified as
ground or building leases; these rights are amortized to expense over the life of the leases and (2) intangibles related to ground
leases on eight stores where the leases were assumed by the Company at rates that were lower than the current market rates for
similar leases. The values associated with these assumed leases were recorded as intangibles, which will be amortized over the
lease terms.
Real Estate Sales
In general, sales of real estate and related profits/losses are recognized when all consideration has changed hands and
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.
Investments in Unconsolidated Real Estate Entities
Investments in unconsolidated real estate entities and Cash distributions in unconsolidated real estate ventures represent
the Company's noncontrolling interest in real estate joint ventures that own stores and the Company's interest in preferred stock
of SmartStop Self Storage REIT, Inc. ("SmartStop"). The Company’s investments in real estate joint ventures, where the
Company has significant influence, but not control and joint ventures which are VIEs in which the Company is not the primary
beneficiary, are recorded under the equity method of accounting in the accompanying consolidated financial statements.
Under the equity method, the Company’s investment in real estate ventures is stated at cost and adjusted for the
Company’s share of net earnings or losses and reduced by distributions. Equity in earnings of real estate ventures is generally
recognized based on the Company’s ownership interest in the earnings of each of the unconsolidated real estate ventures. For
the purposes of presentation in the statement of cash flows, the Company follows the “nature of distribution” approach for
classification of distributions from joint ventures. Under this approach, cash flows are classified on the basis of the nature of the
activity or activities of the investee that generated the distribution as either a return on investment (classified as a cash inflow
from operating activities) or a return of investment (classified as a cash inflow from investing activities).
The Company evaluated its investments in preferred stock of non-public real estate entities and determined it did not have
significant influence over the entity, and the investment in preferred stock does not have a readily determinable fair value,
therefore it has been recorded at the transaction price. The Company periodically evaluates the investment for impairment. No
impairment indicators were noted as of December 31, 2021.
45
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Investments in Debt Securities and Notes Receivable
The Company accounts for its investment in debt securities and loans receivable at amortized cost. The Company
recognizes interest income related to the debt securities and notes receivable using the effective interest method, with deferred
fees and costs amortized over the lives of the related loans as yield adjustment. Additionally, the discount related to purchased
notes receivable is being amortized to interest income over the remaining period of the notes.
Cash and Cash Equivalents
The Company’s cash is deposited with financial institutions located throughout the United States and at times may exceed
federally insured limits. The Company considers all highly liquid debt instruments with a maturity date of three months or less
to be cash equivalents.
Restricted Cash
Restricted cash is comprised of escrowed funds deposited with financial institutions located throughout the United States
relating to earnest money deposits on potential acquisitions, real estate taxes, loan collateral, operating reserves and insurance
and capital expenditures.
Other Assets
Other assets consist of equipment and fixtures, capitalized software, rents receivable from our tenants, other receivables,
other intangible assets, deferred tax assets, prepaid expenses and the fair value of interest rate swaps. Depreciation of equipment
and fixtures is computed on a straight-line basis over three to five years. The Company capitalizes certain costs during the
application development stage when developing software for internal use. As of December 31, 2021 and 2020, unamortized
software costs were $20,280 and $22,708. During the year ended December 31, 2021 and 2020, the Company recorded
amortization expense of $2,428 and $1,571, respectively, relating to capitalized software costs. No significant amortization of
software costs was recorded prior to 2020 as the software was still in the application development stage.
Derivative Instruments and Hedging Activities
The Company records all derivatives on the balance sheet at fair value. The accounting for changes in the fair value of
derivatives depends on the intended use of the derivative, whether the Company has elected to designate a derivative in a
hedging relationship and apply hedge accounting and whether the hedging relationship has satisfied the criteria necessary to
apply hedge accounting. Derivatives designated and qualifying as a hedge of the exposure to changes in the fair value of an
asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges.
Derivatives designated and qualifying as a hedge of the exposure to variability in expected future cash flows, or other types of
forecasted transactions, are considered cash flow hedges. Hedge accounting generally provides for the matching of the timing
of gain or loss recognition on the hedging instrument with the recognition of the changes in the fair value of the hedged asset or
liability that are attributable to the hedged risk in a fair value hedge or the earnings effect of the hedged forecasted transactions
in a cash flow hedge. The Company may enter into derivative contracts that are intended to economically hedge certain of its
risk, even though hedge accounting does not apply or the Company elects not to apply hedge accounting. The Company made
an accounting policy election to measure the credit risk of its derivative financial instruments that are subject to master netting
agreements on a net basis by counterparty portfolio.
Risk Management and Use of Financial Instruments
In the normal course of its ongoing business operations, the Company encounters economic risk. There are three main
components of economic risk: interest rate risk, credit risk and market risk. The Company is subject to interest rate risk on its
interest-bearing liabilities. Credit risk is the risk of inability or unwillingness of tenants to make contractually required
payments. Market risk is the risk of declines in the value of stores due to changes in rental rates, interest rates or other market
factors affecting the value of stores held by the Company. The Company has entered into interest rate swap agreements to
manage a portion of its interest rate risk.
46
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Exchange of Common Operating Partnership Units
Redemption of common Operating Partnership units for shares of common stock, when redeemed under the original
provisions of the Operating Partnership agreement, are accounted for by reclassifying the underlying net book value of the units
from noncontrolling interest to the Company’s equity.
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 and
merchandise sales are recognized as income when earned.
The Company's management fees are earned subject to the terms of the related management services agreements
("MSAs"). These MSAs provide that the Company will perform management services, which include leasing and operating the
property and providing accounting, marketing, banking, maintenance and other services. These services are provided in
exchange for monthly management fees, which are based on a percentage of revenues collected from stores owned by third
parties and unconsolidated joint ventures. MSAs generally have original terms from three to five years, after which
management services are provided on a month-to-month basis unless terminated. Management fees are due on the last day of
each calendar month that management services are provided.
The Company accounts for the management services provided to a customer as a single performance obligation which are
rendered over time each month. The total amount of consideration from the contract is variable as it is based on monthly
revenues, which are influenced by multiple factors, some of which are outside the Company's control. Therefore, the Company
recognizes the revenue at the end of each month once the uncertainty is resolved. Due to the standardized terms of the MSAs,
the Company accounts for all MSAs in a similar, consistent manner. Therefore, no disaggregated information relating to MSAs
is presented.
Property expenses, including utilities, property taxes, repairs and maintenance and other costs to manage the facilities are
recognized as incurred. The Company accrues for property tax expense based upon invoice amounts and estimates. If these
estimates are incorrect, the timing of expense recognition could be affected.
Tenant reinsurance premiums are recognized as revenue over the period of insurance coverage. The Company records an
unpaid claims liability at the end of each period based on existing unpaid claims and historical claims payment history. The
unpaid claims liability represents an estimate of the ultimate cost to settle all unpaid claims as of each period end, including
both reported but unpaid claims and claims that may have been incurred but have not been reported. The Company uses a third
party claims administrator to adjust all tenant reinsurance claims received. The administrator evaluates each claim to determine
the ultimate claim loss and includes an estimate for claims that may have been incurred but not reported. Annually, a third party
actuary evaluates the adequacy of the unpaid claims liability. Prior year claim reserves are adjusted as experience develops or
new information becomes known. The impact of such adjustments is included in the current period operations. The unpaid
claims liability is not discounted to its present value. Each tenant chooses the amount of insurance coverage they want through
the tenant reinsurance program. Tenants can purchase policies in amounts of 2,000 dollars to 10,000 dollars of insurance
coverage in exchange for a monthly fee. As of December 31, 2021, the average insurance coverage for tenants was
approximately 3,300 dollars. The Company’s exposure per claim is limited by the maximum amount of coverage chosen by
each tenant.
Unpaid claims liability at the end of the year
$
9,112 $
8,294 $
8,109
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
For the years ended December 31, 2021, 2020 and 2019, the number of individual claims made were 8,748, 8,226 and
7,888, respectively (claim numbers not in thousands).
The following table presents information on the portion of the Company’s unpaid claims liability, which is included in
other liabilities on the Company's consolidated balance sheets, that relates to tenant insurance for the periods indicated:
Tenant Reinsurance Claims:
Unpaid claims liability at beginning of year
Claims and claim adjustment expense for claims incurred in the current
year
Claims and claim adjustment expense (benefit) for claims incurred in the
prior years
Payments for current year claims
Payments for prior year claims
For the Year Ended December 31,
2021
2020
2019
$
8,294 $
8,109 $
7,326
16,901
14,534
16,280
122
(11,913)
(4,292)
(1,351)
(9,697)
(3,301)
98
(11,352)
(4,243)
8,109
Unpaid claims liability at the end of the year
$
9,112 $
8,294 $
Advertising Costs
The Company incurs advertising costs primarily attributable to digital and other advertising. These costs are expensed as
incurred. The Company recognized $18,793, $28,336 and $25,106 in advertising expense for the years ended December 31,
2021, 2020 and 2019, respectively, which are included in property operating expenses on the Company’s consolidated
statements of operations.
Income Taxes
The Company has elected to be treated as a REIT under Sections 856 through 860 of the Internal Revenue Code of 1986,
as amended (the "Internal Revenue Code"). In order to maintain its qualification as a REIT, among other things, the Company is
required to distribute at least 90% of its REIT taxable income to its stockholders and meet certain tests regarding the nature of
its income and assets. As a REIT, the Company is not subject to U.S. federal income tax with respect to that portion of its
income which meets certain criteria and is distributed annually to stockholders. The Company plans to continue to operate so
that it meets the requirements for taxation as a REIT. Many of these requirements, however, are highly technical and complex.
For any taxable year that the Company fails to qualify as a REIT and for which applicable statutory relief provisions did not
apply, the Company would be subject to U.S. federal corporate income tax on all of its taxable income for at least that year and
the ensuing four years. The Company is subject to certain state and local taxes. Provision for such taxes has been included in
income tax expense on the Company’s consolidated statements of operations. For the year ended December 31, 2021, 0%
(unaudited) of all distributions to stockholders qualified as a return of capital.
The Company owns and may acquire direct or indirect interests in entities that have elected or will elect to be taxed as
REITs under the Internal Revenue Code (each, a “Subsidiary REIT ”). A Subsidiary REIT is subject to the various REIT
qualification requirements and other limitations described herein that are applicable to the Company. If a Subsidiary REIT were
to fail to qualify as a REIT, then (i) that Subsidiary REIT would become subject to U.S. federal income tax, (ii) shares in such
Subsidiary REIT would cease to be qualifying assets for purposes of the asset tests applicable to REITs, and (iii) it is possible
that the Company would fail certain of the asset tests applicable to REITs, in which event the Company would fail to qualify as
a REIT unless it could avail itself of certain relief provisions.
The Company has elected to treat certain corporate subsidiaries, including Extra Space Management, Inc. (“ESMI”), as a
taxable REIT subsidiary (“TRS”). In general, a TRS may perform additional services for tenants and may engage in any real
estate or non-real estate related business. A TRS is subject to U.S. federal corporate income tax and may also be subject to state
and local income taxes. ESM Reinsurance Limited, a wholly-owned subsidiary of ESMI, generates income from insurance
premiums that are subject to U.S. federal corporate income tax and state insurance premiums tax.
Deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets
and liabilities. At December 31, 2021 and 2020, there were no material unrecognized tax benefits. Interest and penalties relating
48
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
to uncertain tax positions will be recognized in income tax expense when incurred. As of December 31, 2021 and 2020, the
Company had no interest or penalties related to uncertain tax provisions.
Stock-Based Compensation
The measurement and recognition of compensation expense for all share-based payment awards to employees and
directors are based on estimated fair values. Awards granted are valued at fair value and any compensation expense is
recognized over the service periods of each award.
Earnings Per Common Share
Basic earnings per common share is computed using the two-class method by dividing net income attributable to common
stockholders by the weighted average number of common shares outstanding during the period. All outstanding unvested
restricted stock awards contain rights to non-forfeitable dividends and participate in undistributed earnings with common
stockholders; accordingly, they are considered participating securities that are included in the two-class method. Diluted
earnings per common share measures the performance of the Company over the reporting period while giving effect to all
potential common shares that were dilutive and outstanding during the period. The denominator includes the weighted average
number of basic shares and the number of additional common shares that would have been outstanding if the potential common
shares that were dilutive had been issued, and is calculated using either the two-class, treasury stock or as if-converted method,
whichever is most dilutive. Potential common shares are securities (such as options, convertible debt, Series A Participating
Redeemable Preferred Units (“Series A Units”), Series B Redeemable Preferred Units (“Series B Units”), Series C Convertible
Redeemable Preferred Units (“Series C Units”), Series D Redeemable Preferred Units (“Series D Units” and together with the
Series A Units, Series B Units and Series C Units, the “Preferred OP Units") and common Operating Partnership units (“OP
Units”)) that do not have a current right to participate in earnings of the Company but could do so in the future by virtue of their
option, redemption or conversion right.
In computing the dilutive effect of convertible securities, net income is adjusted to add back any changes in earnings in
the period associated with the convertible security. The numerator also is adjusted for the effects of any other non-discretionary
changes in income or loss that would result from the assumed conversion of those potential common shares. In computing
diluted earnings per common share, only potential common shares that are dilutive (those that reduce earnings per common
share) are included. For the years ended December 31, 2021, 2020 and 2019 there were no anti-dilutive shares outstanding.
For the purposes of computing the diluted impact of the potential exchange of the Preferred OP Units for common shares
upon redemption, where the Company has the option to redeem in cash or shares and where the Company has stated the intent
and ability to settle the redemption in shares, the Company divided the total liquidation value of the Preferred OP Units by the
average share price of $161.98 for the year ended December 31, 2021.
The following table presents the number of weighted OP Units and Preferred OP Units, and the potential common shares,
that were excluded from the computation of earnings per share as their effect would have been anti-dilutive:
Common OP Units
Series A Units (Variable Only)
Series B Units
Series D Units
For the Year Ended December 31,
2021
2020
2019
Equivalent Shares
(if converted)
Equivalent Shares
(if converted)
Equivalent Shares
(if converted)
—
—
246,618
726,037
972,655
5,853,814
875,480
400,771
1,143,547
8,273,612
—
—
393,189
1,081,369
1,474,558
49
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
As of December 31, 2021 and 2020 the Operating Partnership had no exchangeable senior notes issued or outstanding. In
October and November 2020, a portion of the 3.125% Exchangeable Senior Notes due 2035 (the “2015 Notes”) were exchanged
for cash and shares of the Company's common stock and the remaining 2015 Notes were redeemed for cash. The 2015 Notes
could potentially have had a dilutive impact on the Company's earnings per share calculations. The 2015 Notes were
exchangeable by holders into shares of the Company's common stock under certain circumstances per the terms of the indenture
governing the 2015 Notes. The Company had irrevocably agreed to pay only cash for the accreted principal amount of the 2015
Notes relative to its exchange obligations, but retained the right to satisfy the exchange obligation in excess of the accreted
principal amount in cash and/or common stock.
Although the Company had retained that right to satisfy the exchange obligation in excess of the accreted principal
amount of the 2015 Notes in cash and/or common stock, Accounting Standards Codification (“ASC”) 260, “Earnings per
Share,” required an assumption that shares would be used to pay the exchange obligation in excess of the accreted principal
amount, and required that those shares be included in the Company’s calculation of weighted average common shares
outstanding for the diluted earnings per share computation. For the year ended December 31, 2021, the Company had repaid the
principal and accrued interest of its 2015 Notes, and therefore, no shares relating to the 2015 Notes were included in the
computation of diluted earnings per share. For the years ended December 31, 2020 and 2019, zero and 993,114 shares,
respectively, related to the 2015 Notes were included in the computation of diluted earnings per share.
For the purposes of computing the diluted impact on earnings per share of the potential exchange of Series A Units for
common shares upon redemption, where the Company has the option to redeem in cash or shares and where the Company has
stated the positive intent and ability to settle at least $101,700 of the instrument in cash (or net settle a portion of the Series A
Units against the related outstanding note receivable), only the amount of the instrument in excess of $101,700 is considered in
the calculation of shares contingently issuable for the purposes of computing diluted earnings per share as allowed by ASC
260-10-45-46. Accordingly, the number of shares included in the computation for diluted earnings per share related to the Series
A Units is equal to the number of Series A Units outstanding, with no additional shares included related to the $101,700 fixed
amount.
The computation of earnings per share is as follows for the periods presented:
For the Year Ended December 31,
2021
2020
2019
Net income attributable to common stockholders
$
827,649 $
481,779 $
419,967
Earnings and dividends allocated to participating securities
Earnings for basic computations
Earnings and dividends allocated to participating securities
Income allocated to noncontrolling interest - Preferred Operating
Partnership Units and Operating Partnership Units
Fixed component of income allocated to noncontrolling interest -
Preferred Operating Partnership (Series A Units)
(1,183)
826,466
—
43,093
(2,288)
(706)
481,073
—
—
—
(680)
419,287
680
23,727
(2,288)
Net income for diluted computations
$
867,271 $
481,073 $
441,406
Weighted average common shares outstanding:
Average number of common shares outstanding - basic
133,374,938
129,541,531
128,203,568
OP Units
Series A Units
Unvested restricted stock awards included for treasury stock method
5,752,902
875,480
—
—
—
—
6,006,114
875,480
212,402
Shares related to exchangeable senior notes and dilutive stock options
Average number of common shares outstanding - diluted
12,708
140,016,028
43,298
129,584,829
1,136,205
136,433,769
Earnings per common share
Basic
Diluted
$
$
6.20 $
6.19 $
3.71 $
3.71 $
3.27
3.24
50
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Recently Issued Accounting Standards
In February 2016, the Financial Accounting Standards Board ("FASB") issued ASU 2016-02, "Leases (Topic 842),"
which modifies the accounting for leases, intending to increase transparency and comparability of organizations by requiring
balance sheet presentation of leased assets and increased financial statement disclosure of leasing arrangements. ASU 2016-02
requires entities to recognize a liability for their lease obligations and a corresponding asset representing the right to use the
underlying asset over the lease term. ASU 2016-02 became effective for annual and interim periods beginning after December
15, 2018. The Company adopted the standard using the modified retrospective approach as of January 1, 2019. The Company
elected the package of practical expedients upon adoption, which allows for the application of the standard solely to the
transition period in 2019 but does not require application to prior fiscal comparative periods presented. The Company also
elected the practical expedient provided in a subsequent amendment to ASU 2016-02 that removed the requirement to separate
lease and non-lease components. The Company did not record a significant cumulative catch-up adjustment upon the adoption
of ASC 2016-02. The primary impact was related to the Company's 22 operating ground leases and two corporate facility
leases under which it served as lessee as of the adoption date. The Company recognized lease liabilities totaling $104,863 and
right-of-use assets related to operating leases totaling $95,506 as of the adoption date. Refer to Note 14 for further discussion
of the Company's leases.
In June 2016, the FASB issued ASU 2016-13, "Financial Instruments - Credit Losses (Topic 326): Measurement of
Credit Losses on Financial Instruments." ASU 2016-13 changes how entities measure credit losses for most financial assets.
This standard requires an entity to estimate its lifetime "expected credit loss" and record an allowance that, when deducted from
the amortized cost basis of the financial asset, presents the net amount expected to be collected on the financial asset. In
November 2018, the FASB issued ASU 2018-19, "Codification Improvements to Topic 326, Financial Instruments - Credit
Losses," which clarified that receivables arising from operating leases are within the scope of the leasing standard (ASU
2016-02), and not within the scope of ASU 2016-13. This new standard became effective for the Company on January 1, 2020.
The adoption of this standard by the Company did not have a material impact on the Company's consolidated financial
statements.
In March 2020, the FASB issued ASU 2020-04, "Reference Rate Reform (Topic 848): Facilitation of the Effects of
Reference Rate Reform on Financial Reporting" (“ASU 2020-04”). ASU 2020-04 provides temporary optional guidance that
provides transition relief for reference rate reform, including optional expedients and exceptions for applying GAAP to contract
modifications, hedging relationships and other transactions that reference LIBOR or a reference rate that is expected to be
discontinued as a result of reference rate reform if certain criteria are met. ASU 2020-04 is effective upon issuance, and the
provisions generally can be applied prospectively as of January 1, 2020 through December 31, 2024. The Company elected to
apply the hedge accounting expedients related to probability and the assessments of effectiveness for future LIBOR-indexed
cash flows to assume that the index upon which future hedged transactions will be based matches the index on the
corresponding derivatives. The Company also elected to apply additional expedients related to contract modifications, changes
in critical terms, and updates to the designated hedged risks as qualifying changes are made to applicable debt and derivative
contracts. Application of these expedients preserves the presentation of derivatives and debt contracts consistent with past
presentation. In January 2021, the FASB issued ASU 2021-01, Reference Rate Reform (Topic 848): Scope, which refines the
scope of Topic 848 and clarifies some of its guidance. The Company continues to evaluate the impact of the guidance and may
apply other elections as applicable as additional changes in the market occur.
51
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
3.
REAL ESTATE ASSETS
The components of real estate assets are summarized as follows:
Land - operating
Land - development
Buildings, improvements and other intangibles
Right of use asset - finance lease
Intangible assets - tenant relationships
Intangible lease rights
Less: accumulated depreciation and amortization
Net operating real estate assets
Real estate under development/redevelopment
Real estate assets, net
Real estate assets held for sale included in real estate assets, net
December 31,
2021
December 31,
2020
$
$
$
2,148,093 $
3,226
8,227,094
117,718
134,577
12,443
1,952,097
3,372
7,357,033
58,148
124,695
12,443
10,643,151
(1,867,750)
8,775,401
59,248
8,834,649 $
9,507,788
(1,681,429)
7,826,359
67,443
7,893,802
8,436 $
103,624
As of December 31, 2021, the Company had one store classified as held for sale. The estimated fair value less selling
costs of this asset is greater than the carrying value of the asset, and therefore no loss has been recorded related to this asset.
Assets held for sale are included in the self-storage operations segment of the Company’s segment information.
The Company amortizes to expense intangible assets—tenant relationships on a straight-line basis over the average
period that a tenant is expected to utilize the facility (currently estimated at 18 months). The Company amortizes to expense the
intangible lease rights over the terms of the related leases. Amortization related to the tenant relationships and lease rights was
$4,778, $2,258, and $6,614 for the years ended December 31, 2021, 2020 and 2019, respectively. The remaining balance of the
unamortized lease rights will be amortized over the next seven to 40 years. Accumulated amortization related to intangibles
was $130,561 and $129,385 as of December 31, 2021 and 2020, respectively.
4.
PROPERTY ACQUISITIONS AND DISPOSITIONS
Store Acquisition
The following table shows the Company’s acquisitions of stores for the years ended December 31, 2021 and 2020. The
table excludes purchases of raw land and improvements made to existing assets.
Quarter
Number
of Stores
Total
Cash Paid
Consideration Paid
Loan
Assumed
Finance
Lease
Liability
Investments
in Real
Estate
Ventures
Net
Liabilities
/ (Assets)
Assumed
Value of
OP Units
Issued
Total
Real estate
assets
Total 2021
Total 2020
74
23
$ 1,344,575 $ 1,011,483 $ 20,028 $
$ 296,725 $ 254,111 $ — $
26,998 $
41,491 $
5,383 $ 4,293 $ 276,390 $ 1,344,575
296,725
— $ 1,123 $
— $
(1)
(2)
Store acquisitions during the year ended December 31, 2021 included the acquisition of five stores previously held in
joint venture where the Company held a noncontrolling interest. The Company purchased its partner's equity interest in
these joint ventures, and the properties owned by the joint ventures became wholly owned by the Company. In
addition, store acquisitions include the acquisition of two stores that were subject to finance land leases. The right-of-
use assets associated with these leases are included in real estate assets above.
Store acquisitions during the year ended December 31, 2020 include the acquisition of three stores that were subject to
finance land leases. The right-of-use assets associated with these leases are included in real estate assets above.
52
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Store Dispositions
On December 16, 2021 the Company sold 16 stores that had been classified as held for sale for total cash consideration of
$200,292. The Company recorded a gain of $73,854.
On March 1, 2021 the Company sold 16 stores that had been classified as held for sale to a newly established
unconsolidated joint venture. The Company received $132,759 and maintained a 55% interest in the new joint venture valued at
$33,878. The Company recognized a gain of $63,477 related to the sale of these properties.
On December 18, 2020, the Company sold four stores located in Florida that had been classified as held for sale for a
total sale price of $46,592. The Company recorded a gain on the sale of $19,600.
On April 11, 2019, the Company sold a store located in New York that had been classified as held for sale for $11,272 in
cash. The Company recorded a gain on the sale of $1,205.
5.
INVESTMENTS IN UNCONSOLIDATED REAL ESTATE ENTITIES
Investments in unconsolidated real estate entities and Cash distributions in unconsolidated real estate ventures represent
the Company's interest in preferred stock of SmartStop Self Storage REIT, Inc. ("SmartStop") and the Company's
noncontrolling interest in real estate joint ventures that own stores. The Company accounts for its investment in SmartStop
preferred stock, which does not have a readily determinable fair value, at the transaction price less impairment, if any. The
Company accounts for its investments in joint ventures using the equity method of accounting. The Company initially records
these investments at cost and subsequently adjusts for cash contributions, distributions and net equity in income or loss, which
is allocated in accordance with the provisions of the applicable partnership or joint venture agreement.
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 or 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 or profits, as applicable, than its equity interest.
The Company separately reports investments with net equity less than zero in Cash distributions in unconsolidated real
estate ventures in the consolidated balance sheets. The net equity of certain joint ventures is less than zero because distributions
have exceeded the Company's investment in and share of income from these joint ventures. This is generally the result of
financing distributions, capital events or operating distributions that are usually greater than net income, as net income includes
non-cash charges for depreciation and amortization while distributions do not.
53
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Net Investments in unconsolidated real estate entities and Cash distributions in unconsolidated real estate ventures
consist of the following:
PR EXR Self Storage, LLC
WICNN JV LLC (2)
VRS Self Storage, LLC
ESS-CA TIVS JV LP (3)
GFN JV, LLC (2)
ESS-NYFL JV LP
PRISA Self Storage LLC
Alan Jathoo JV LLC
Storage Portfolio IV JV LLC
Storage Portfolio III JV LLC
ESS Bristol Investments LLC
Extra Space Northern Properties Six LLC
Storage Portfolio II JV LLC
Storage Portfolio I LLC
PR II EXR JV LLC
Other minority owned stores
SmartStop Self Storage REIT, Inc. Preferred Stock (4)
Net Investments in and Cash distributions in
unconsolidated real estate entities
Number of
Stores
Equity
Ownership % Excess Profit % (1)
25%
10%
45%
55%
10%
16%
4%
10%
10%
10%
10%
10%
10%
34%
25%
40%
35%
54%
60%
30%
24%
4%
10%
30%
30%
30%
35%
30%
49%
25%
10-50%
n/a
19-50%
n/a
5
—
16
16
—
11
85
9
27
5
8
10
36
24
18
13
n/a
283
December 31,
2021
2020
$
59,393 $
60,092
—
(14,269)
32,288
—
11,796
8,792
7,621
40,174
5,596
2,628
(3,029)
(6,116)
36,032
17,186
—
18,397
12,211
8,815
7,780
—
5,726
2,810
(2,541)
(5,441)
(40,168)
(39,144)
70,403
18,635
—
28,395
200,000
200,000
$ 393,744 $ 350,318
(1)
(2)
(3)
(4)
Includes pro-rata equity ownership share and promoted interest.
In June 2021, the WICNN JV LLC and GFN JV, LLC joint ventures sold all 17 of the stores owned by the joint
ventures to a third party. Subsequent to the sales, these joint ventures were dissolved. As a result of these transactions,
the Company recorded a gain of $5,739, which is included in Equity in earnings of unconsolidated real estate ventures -
gain on sale of real estate assets and purchase of joint venture partner's interest in the Company's consolidated
statements of operations.
The Company sold 16 operating stores to this newly formed joint venture in March 2021. The Company received cash
of $132,759 and an interest in the new joint venture valued at $33,556. This joint venture is unconsolidated and the
Company accounts for its investment under the equity method of accounting as the Company does not have voting
control but does exercise significant influence over the joint venture.
The Company invested in shares of convertible preferred stock of SmartStop. The dividend rate for the preferred shares
is 6.25% per annum, subject to increase after five years. The preferred shares are generally not redeemable for five
years, except in the case of a change of control or initial listing of SmartStop. Dividend income from this investment is
included on the equity in earnings and dividend income from unconsolidated real estate entities line on the Company's
consolidated statement of operations.
In June 2021, the Company sold its interest in two unconsolidated joint ventures to its joint venture partner. The
Company received proceeds of $1,888 in cash, and recorded a gain of $525 which is included in Equity in earnings of
unconsolidated real estate ventures - gain on sale of real estate assets and purchase of joint venture partner's interest in the
Company's condensed consolidated statements of operations. The Company also purchased its joint venture partners' interests
in two unconsolidated joint ventures.
54
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
In accordance with ASC 810, the Company reviews all of its joint venture relationships annually to ensure that there are
no entities that require consolidation. As of December 31, 2021, there were no previously unconsolidated entities that were
required to be consolidated as a result of this review.
The Company entered into two new unconsolidated real estate ventures with a total of 45 stores and a total investment of
$109,583 during the year ended December 31, 2021. The Company accounts for its investment in these ventures under the
equity method of accounting.
In January 2019, the Company purchased its joint venture partners' interests in the Extra Space West One LLC and Extra
Space West Two LLC joint ventures, which owned a total of 12 stores. The Company paid $172,505 of cash to acquire the
equity interests, and subsequent to this acquisition, the Company owned 100.0% of the joint ventures and the related stores.
Equity in earnings and dividend income from unconsolidated real estate entities consists of the following:
Dividend income from SmartStop preferred stock
Equity in earnings of PRISA Self Storage LLC
Equity in earnings of Storage Portfolio II JV LLC
Equity in earnings of Storage Portfolio I LLC
Equity in earnings of VRS Self Storage, LLC
Equity in earnings of ESS-NYFL JV LLC
Equity in earnings of WICNN JV LLC
Equity in earnings of Extra Space Northern Properties Six LLC
Equity in earnings of Alan Jathoo JV LLC
Equity in earnings of Bristol Investments LLC
Equity in earnings of GFN JV, LLC
Equity in earnings of PR EXR Self Storage, LLC
Equity in earnings of Storage Portfolio IV JV LLC
Equity in earnings of ESS-CA TIVS JV LP
Equity in earnings of PR II EXR JV LLC
Equity in earnings of other minority owned stores
For the Year Ended December 31,
2021
2020
2019
12,500 $
2,719
1,802
2,833
4,352
427
1,050
1,363
270
177
546
491
112
1,274
(8)
2,450
32,358 $
9,968 $
2,229
559
1,636
3,509
(331)
1,878
1,088
57
(67)
788
(211)
—
—
—
1,258
22,361 $
1,636
2,327
291
1,809
3,583
(96)
1,373
1,091
(47)
(262)
450
(443)
—
—
—
(438)
11,274
$
$
Equity in earnings of certain of our joint ventures includes the amortization of the Company’s excess purchase price of
$24,721 of these equity investments over its original basis. The excess basis is amortized over forty years.
The Company provides management services to joint ventures for a fee. Management fee revenues for affiliated real
estate joint ventures for the years ended December 31, 2021, 2020 and 2019 were $17,619, $15,657 and $14,624, respectively.
55
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
6.
INVESTMENTS IN DEBT SECURITIES AND NOTES RECEIVABLE
Investments in debt securities and notes receivable consists of the Company's investment in mandatorily redeemable
preferred stock of Jernigan Capital, Inc. ("JCAP") in connection with JCAP's acquisition by affiliates of NexPoint Advisors,
L.P. ("NexPoint Investment") and receivables due to the Company under its bridge loan program. Information about these
balances is as follows:
Debt securities - NexPoint Series A Preferred Stock
Debt securities - NexPoint Series B Preferred Stock
Notes Receivable-Bridge Loans
Notes Receivable-Senior Mezzanine Loan, net
Dividends Receivable
December 31, 2021
December 31, 2020
$
200,000
$
100,000
279,042
102,079
38,066
200,000
100,000
187,368
101,553
4,889
$
719,187
$
593,810
In November 2020, the Company invested $300,000 in the preferred stock of JCAP in connection with the acquisition of
JCAP by affiliates of NexPoint Advisors, L.P. This investment consists of 200,000 Series A Preferred Shares valued at total of
$200,000, and 100,000 Series B Preferred Shares valued at a total of $100,000. The JCAP preferred stock is mandatorily
redeemable after five years, with two one-year extension options. NexPoint may redeem the Preferred Shares at any time,
subject to certain prepayment penalties. The Company accounts for the JCAP preferred stock as a held to maturity debt security
at amortized cost. The Series A Preferred Shares and the Series B Preferred Shares have initial dividend rates of 10.0% and
12.0%, respectively. If the investment isn't retired after five years, the preferred dividends increase annually.
In July 2020, the Company purchased a senior mezzanine note receivable with a principal amount of $103,000. This note
receivable bears interest at 5.5%, matures in December 2023 and is collateralized through an entity interest in which it or its
subsidiaries wholly own 62 storage facilities. The Company paid cash of $101,142 for the note receivable and accounts for the
discount at amortized cost. The discount is being amortized over the term of the note receivable. In February 2022, the
Company sold this note receivable to a junior mezzanine lender, which exercised its right to buy the Company's position for the
full principal balance plus interest due.
The Company provides bridge loan financing to third-party self-storage operators. These notes receivable consist of
primary mortgage and mezzanine loans receivable, collateralized by self-storage properties. These notes receivable typically
have a term of three years with two one year extensions, and have variable interest rates. The Company intends to sell the
majority of the mortgage receivables and keep the mezzanine receivables to maturity. During the year ended December 31,
2021, the Company sold a total principal amount of $172,566 of its mortgage bridge loans receivable to third parties for a total
of $172,002 in cash and closed on $317,482 in new mortgage and mezzanine bridge loan.
56
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
7.
DEBT
In May 2021, the Operating Partnership executed its initial public bond issuance by selling $450.0 million principal
amount of 2.550% Senior Notes due 2031 (the "Notes Due 2031"). Interest on the Notes Due 2031 is paid semi-annually in
arrears on June 1 and December 1 of each year. The Notes Due 2031 will mature on June 1, 2031, and the Operating
Partnership may redeem the Notes Due 2031 at its option and sole discretion at any time prior to March 31, 2031 for cash equal
to the outstanding principal amount plus the present value of the remaining scheduled interest payments, plus any accrued but
unpaid interest.
In September 2021, the Operating Partnership executed a public bond issuance by selling $600.0 million principal
amount of 2.350% Senior Notes due 2032 (the "Notes Due 2032"). Interest on the Notes Due 2032 is paid semi-annually in
arrears on March 15 and September 15 of each year. The Notes Due 2032 will mature on March 15, 2032, and the Operating
Partnership may redeem the Notes Due 2032 at its option and sole discretion at any time prior to March 15, 2032 for cash equal
to the outstanding principal amount plus the present value of the remaining scheduled interest payments, plus any accrued but
unpaid interest.
The Operating Partner may redeem the Notes Due 2031 and/or the Notes Due in 2032 in whole at any time or in part
from time to time, at the Operating Partnership’s option and sole discretion, at a redemption price equal to the greater of (i)
100% of the principal amount of the notes being redeemed and (ii) a make-whole premium calculated in accordance with the
indenture governing the notes, plus, in each case, accrued and unpaid interest thereon to, but not including, the applicable
redemption date. Notwithstanding the foregoing, on or after the date three months prior to the maturity date of the applicable
notes, the redemption price will be equal to 100% of the principal amount of the notes being redeemed, plus accrued and unpaid
interest thereon to, but not including, the applicable redemption date.
Certain events are considered events of default, which may result in the accelerated maturity of the Notes Due 2031 and/
or the Notes Due 2032, including, among other things, a default for 30 days in the payment of any installment of interest under
the notes or a default in the payment of the principal amount or redemption price due with respect to the notes, when the same
become due and payable.
The Notes Due 2031 and the Notes Due 2032 are unsecured, and are fully and unconditionally guaranteed by the
Company, ESS Holdings Business Trust I, and ESS Holdings Business Trust II (the "Guarantors," and together with the
Operating Partnership, the "Obligated Group"), on a joint and several basis. The guarantee of the Notes Due 2031 and the
Notes Due 2032 will be a senior unsecured obligation of each Guarantor. The Guarantors have no material operations separate
from the operation of the Operating Partnership and no material assets, other than their respective investments directly or
indirectly in the Operating Partnership, and therefore the assets, liabilities, and results of operations of the Obligated Group are
not materially different than those reported in the Company's financial statements.
57
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
The components of term debt are summarized as follows:
Term Debt
December 31,
2021
December 31,
2020
Fixed Rate
Variable Rate (2) Maturity Dates
Secured fixed-rate (1)
$
930,830 $
1,112,220
2.46% - 4.23%
Secured variable-rate (1)
392,679
1,081,551
1.10% - 2.45%
Unsecured fixed-rate
3,575,000
2,525,000
2.02% - 4.39%
Unsecured variable-rate
Total
550,000
100,000
5,448,509
4,818,771
Less: Unamortized debt issuance costs
(25,762)
(21,468)
Total
$
5,422,747 $
4,797,303
1.05%
June 2022 -
February 2030
April 2022 - May
2027
February 2024 -
March 2032
February 2024 -
October 2026
(1) The loans are collateralized by mortgages on real estate assets and the assignment of rents.
(2) Basis rate is 30-day USD LIBOR
At December 31, 2021, the terms of the Second Amended and Restated Credit Agreement dated June 22, 2021 (the
"Credit Agreement") are as follows:
Revolving Credit Facility
Tranche 1 Term Loan Facility (1)
Tranche 2 Term Loan Facility (1)
Tranche 3 Term Loan Facility (1)
Tranche 4 Term Loan Facility (1)
Tranche 5 Term Loan Facility (1)
Debt Capacity
Maturity Date
$
1,250,000
400,000
425,000
245,000
255,000
425,000
$
3,000,000
June 2025
January 2027
October 2026
January 2025
June 2026
February 2024
(1) The term loan amounts have been fully drawn as of December 31, 2021.
Pursuant to the terms of the Credit Agreement, the Company may request an extension of the term of the revolving credit
facility for up to two additional periods of six months each, after satisfying certain conditions.
As of December 31, 2021, amounts outstanding under the revolving credit facility bore interest at floating rates, at the
Company’s option, equal to either (i) LIBOR plus the applicable Eurodollar rate margin or (ii) the applicable base rate which is
the applicable margin plus the highest of (a) 0.0%, (b) the federal funds rate plus 0.50%, (c) U.S. Bank’s prime rate or (d) the
Eurodollar rate plus 1.00%. Per the Credit Agreement, the applicable Eurodollar rate margin and applicable base rate margin are
based on the Company’s achieved debt rating, with the Eurodollar rate margin ranging from 0.7% to 2.25% per annum and the
applicable base rate margin ranging from 0.00% to 0.60% per annum.
The Credit Agreement is guaranteed by the Company and is not secured by any assets of the Company. The Company's
unsecured debt is subject to certain financial covenants. As of December 31, 2021, the Company was in compliance with all of
its financial covenants.
58
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
The following table summarizes the scheduled maturities of term debt, excluding available extensions, at December 31,
2021:
2022
2023
2024
2025
2026
Thereafter
$
311,412
486,688
496,407
447,266
802,104
2,904,632
$
5,448,509
All of the Company’s lines of credit are guaranteed by the Company. The following table presents information on the
Company’s lines of credit, the proceeds of which are used to repay debt and for general corporate purposes, for the periods
indicated:
Revolving Lines of Credit
Credit Line 1 (2)
Credit Line 2 (3)(4)
(1) 30-day USD LIBOR
As of December 31, 2021
Amount
Drawn
Capacity
$
55,000 $
480,000
140,000
1,250,000
$
535,000 $ 1,390,000
Interest
Rate
1.6%
1.0%
Maturity
7/1/2023
6/20/2025
Basis Rate (1)
LIBOR plus 1.45%
LIBOR plus 0.85%
(2) Secured by mortgages on certain real estate assets. One two-year extension available.
(3) Unsecured. Two six-month extensions available.
(4) Basis Rate as of December 31, 2021. Rate is subject to change based on our investment grade rating.
8.
DERIVATIVES
The Company is exposed to certain risk arising from both its business operations and economic conditions. The Company
principally manages its exposures to a wide variety of business and operational risks through management of its core business
activities. The Company manages economic risks, including interest rate, liquidity, and credit risk primarily by managing the
amount, sources and duration of its debt funding and the use of derivative financial instruments. Specifically, the Company
enters into derivative financial instruments to manage exposures that arise from business activities that result in the receipt or
payment of future known and uncertain cash amounts, the value of which are determined by interest rates. The Company’s
derivative financial instruments are used to manage differences in the amount, timing and duration of the Company’s known or
expected cash receipts and its known or expected cash payments principally related to the Company’s investments and
borrowings.
Cash Flow Hedges of Interest Rate Risk
The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its
exposure to interest rate movements. To accomplish this objective, the Company primarily uses interest rate swaps as part of its
interest rate risk management strategy. Interest rate swaps designated as cash flow hedges involve the receipt of variable
amounts from a counterparty in exchange for the Company making fixed-rate payments over the life of the agreements without
exchange of the underlying notional amount.
The effective portion of changes in the fair value of derivatives designated and that qualify as cash flow hedges is
recorded in accumulated other comprehensive income (“OCI”) and is subsequently reclassified into earnings in the period that
the hedged forecasted transaction affects earnings. A portion of these changes is excluded from accumulated other
comprehensive income as it is allocated to noncontrolling interests. During the years ended December 31, 2021, 2020 and 2019,
59
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
such derivatives were used to hedge the variable cash flows associated with existing variable-rate debt. During 2022, the
Company estimates that $28,070 will be reclassified as an increase to interest expense.
The following table summarizes the terms of the Company’s 20 derivative financial instruments, which have a total
combined notional amount of $1,982,632 as of December 31, 2021:
Hedge Product
Swap Agreements
Range of Notional
Amounts
Strike
Effective Dates
Maturity Dates
$32,847 - $231,972
1.07% - 2.67%
7/8/2015 - 3/30/2020
3/31/2022 - 6/29/2026
Fair Values of Derivative Instruments
The table below presents the fair value of the Company’s derivative financial instruments as well as their classification on
the consolidated balance sheets:
Derivatives designated as hedging instruments:
Other assets
Other liabilities
Effect of Derivative Instruments
Asset / Liability Derivatives
December 31,
2021
December 31,
2020
$
$
271 $
—
39,569 $
98,325
The tables below present the effect of the Company’s derivative financial instruments on the consolidated statements of
operations for the periods presented. No tax effect has been presented as the derivative instruments are held by the Company:
Gain (loss) recognized in OCI For the
Year Ended December 31,
Type
2021
2020
Location of
amounts
reclassified from
OCI into income
Gain (loss) reclassified from OCI For the Year Ended
December 31,
2021
2020
2019
Swap Agreements
$
23,580 $
(100,352)
Interest expense
$
(35,764) $
(26,794) $
12,322
Credit-Risk-Related Contingent Features
The Company has agreements with some of its derivative counterparties that contain provisions pursuant to which, the
Company could be declared in default of its derivative obligations if the Company defaults on any of its indebtedness, including
default where repayment of the indebtedness has not been accelerated by the lender.
The Company also has an agreement with some of its derivative counterparties that incorporates the loan covenant
provisions of the Company’s indebtedness with a lender affiliate of the derivative counterparty. Failure to comply with the loan
covenant provisions would result in the Company being in default on any derivative instrument obligations covered by the
agreement.
As of December 31, 2021, the fair value of derivatives in a net liability position, which includes accrued interest but
excludes any adjustment for nonperformance risk, related to these agreements was $41,331. As of December 31, 2021, the
Company had not posted any collateral related to these agreements. If the Company had breached any of these provisions as of
December 31, 2021, it could have been required to cash settle its obligations under these agreements at their termination value
of $41,331.
60
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
9.
NOTES PAYABLE TO TRUSTS
The Operating Partnership had three wholly-owned unconsolidated subsidiaries (“Trust", “Trust II”, “Trust III,” together,
the "Trusts") that had issued trust preferred securities to third parties and common securities to the Operating Partnership during
2005. The Trusts loaned proceeds from the sale of the preferred and common securities to the Operating Partnership in the form
of notes. The Trusts were VIEs because the holders of the equity investment at risk (that is the Trusts' preferred securities) did
not have the power to direct the activities of the entities that most significantly affected the entities’ economic performance due
to their lack of voting or similar rights. Because the Operating Partnership’s investment in the Trusts’ common securities was
financed directly by the Trusts as a result of its loan of the proceeds to the Operating Partnership, that investment was not
considered an equity investment at risk. The Operating Partnership’s investment in the Trusts was not a variable interest
because equity interests are variable interests only to the extent that the investment is considered to be at risk, and therefore the
Operating Partnership was not the primary beneficiary of the Trusts. Since the Company was not the primary beneficiary of the
Trusts, they were not consolidated. A debt obligation was recorded in the form of notes for the proceeds as discussed above,
which were owed to the Trusts. The Company had also included its investment in the Trusts’ common securities in other assets
on the Company's consolidated balance sheets.
During the year ended December 31, 2018, the Company repaid a total principal amount of $88,662 of the notes payable
to Trusts, representing all of the notes payable to Trust III, all of the notes payable to Trust II, and all but $30,928 of the notes
payable to Trust. The Trusts used the proceeds from these repayments to redeem their preferred and common securities. In
January 2019, the Company repaid the remaining balance of $30,928 of notes payable to Trust.
During the time the notes were outstanding, the Company did not provide financing or other support during the periods
presented to the Trusts that it was not previously contractually obligated to provide. The Company’s maximum exposure to loss
as a result of its involvement with the Trusts was equal to the total amount of the notes discussed above less the amounts of the
Company’s investments in the Trusts’ common securities. The net amount was equal to the notes payable that the Trusts owed
to third parties for their investments in the Trusts’ preferred securities.
10.
EXCHANGEABLE SENIOR NOTES
In September 2015, the Operating Partnership issued $575,000 of its 3.125% Exchangeable Senior Notes due 2035. Costs
incurred to issue the 2015 Notes were approximately $11,992, consisting primarily of a 2.0% underwriting fee. These costs
were amortized as an adjustment to interest expense over five years, which represented the estimated term based on the first
available redemption date, and were included in exchangeable senior notes, net, in the consolidated balance sheets. The 2015
Notes were general unsecured senior obligations of the Operating Partnership and were fully guaranteed by the Company.
Interest was payable on April 1 and October 1 of each year. The Notes bore interest at 3.125% per annum and contained an
exchange settlement feature, which provided that the 2015 Notes could, under certain circumstances, be exchangeable for cash
(for the principal amount of the 2015 Notes) and, with respect to any excess exchange value, for cash, shares of the Company’s
common stock, or a combination of cash and shares of the Company’s common stock, at the Company’s option.
The Operating Partnership could redeem the 2015 Notes at any time to preserve the Company’s status as a REIT. In
addition, on or after October 5, 2020, the Operating Partnership could redeem the 2015 Notes for cash, in whole or in part, at
100% of the principal amount plus accrued and unpaid interest, upon at least 30 days but not more than 60 days prior written
notice to the holders of the 2015 Notes. The holders of the 2015 Notes had the right to require the Operating Partnership to
repurchase the 2015 Notes for cash, in whole or in part, on October 1 of the years 2020, 2025 and 2030, (unless the Operating
Partnership had called the 2015 Notes for redemption), and upon the occurrence of certain designated events, in each case for a
repurchase price equal to 100% of the principal amount of the 2015 Notes plus accrued and unpaid interest. Additionally, the
2015 Notes could have been exchanged during any calendar quarter, if the last reported sale price of the common stock of the
Company was greater than or equal to 130% of the exchange price for at least 20 trading days during a period of 30 consecutive
trading days ending on the last trading day of the immediately preceding calendar quarter. The Company redeemed all
outstanding 2015 Notes on November 2, 2020.
GAAP requires entities with convertible debt instruments that may be settled entirely or partially in cash upon conversion
to separately account for the liability and equity components of the instrument in a manner that reflects the issuer’s economic
interest cost. The Company therefore accounted for the liability and equity component of the 2015 Notes separately. The equity
components were included in paid-in capital in stockholders’ equity in the consolidated balance sheets, and the value of the
61
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
equity components were treated as original issue discount for purposes of accounting for the debt components. The discount
was amortized as interest expense over the remaining period of the debt through its first redemption date, October 1, 2020 for
the 2015 Notes. The effective interest rate on the liability components of the 2015 Notes was 4.0%, which approximates the
market rate of interest of similar debt without exchange features (i.e. nonconvertible debt) at the time of issuance.
The amount of interest cost recognized relating to the contractual interest rate and the amortization of the discount on the
liability component for the Notes were as follows for the periods indicated:
For the Year Ended December 31,
2020
2019
2021
Contractual interest
Amortization of discount
Total interest expense recognized
Repurchase of 2015 Notes
$
$
— $
13,476 $
—
3,675
— $
17,151 $
17,968
4,742
22,710
On October 1, 2020, the holders of $71,513 principal amount of the 2015 Notes exchanged their Notes. The Company
paid cash of $71,513 for the principal amount and issued 124,819 shares of common stock with a value of $13,495 for the
exchange value in excess of the principal amount. On November 2, 2020, the holders of an additional $503,432 principal
amount of the 2015 Notes exchanged their Notes. The Company paid cash of $503,487 for the principal amount and issued
1,198,962 shares of common stock with a value of $138,900 for the exchange value in excess of the principal amount. Also on
November 2, 2020, the Company redeemed the remaining $55 of outstanding principal amount of the 2015 Notes for cash.
The Company allocated the value of the consideration paid to repurchase the 2013 Notes and the 2015 Notes (1) to the
extinguishment of the liability component and (2) to the reacquisition of the equity component. The amount allocated to the
extinguishment of the liability component is equal to the fair value of that component immediately prior to extinguishment. The
difference between the consideration attributed to the extinguishment of the liability component and the sum of (a) the net
carrying amount of the repurchased liability component, and (b) the related unamortized debt issuance costs, is recognized as a
gain on debt extinguishment. The remaining settlement consideration is allocated to the reacquisition of the equity component
of the repurchased 2013 Notes and 2015 Notes and recognized as a reduction of stockholders’ equity.
Information about the repurchases is as follows:
Principal amount repurchased
Amount allocated to:
Extinguishment of liability component
Reacquisition of equity component
Total consideration paid for repurchase
Exchangeable senior notes repurchased
Extinguishment of liability component
Discount on exchangeable senior notes
Related debt issuance costs
Gain/(loss) on repurchase
For the Year Ended December 31,
2021
2020
2019
— $
575,000 $
—
— $
575,000 $
—
— $
— $
—
—
—
— $
—
575,000 $
575,000 $
(575,000)
—
—
— $
—
—
—
—
—
—
—
—
$
$
$
$
$
62
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
11.
STOCKHOLDERS’ EQUITY
The Company’s charter provides that it can issue up to 500,000,000 shares of common stock, $0.01 par value per share
and 50,000,000 shares of preferred stock, $0.01 par value per share. As of December 31, 2021, 133,922,305 shares of common
stock were issued and outstanding, and no shares of preferred stock were issued or outstanding.
All holders of the Company's common stock are entitled to receive dividends and to one vote on all matters submitted to a
vote of stockholders. The transfer agent and registrar for the Company’s common stock is American Stock Transfer & Trust
Company.
On August 9, 2021, the Company filed its $800,000 "at the market" equity program with the Securities and Exchange
Commission using a shelf registration statement on Form S-3, and entered into separate equity distribution agreements with ten
sales agents. No shares have been sold under the current "at the market" equity program. From January 1, 2021, through
August 8, 2021, the Company sold 585,685 shares of common stock under its prior "at the market" equity program at an
average sales price of $115.90 per share resulting in net proceeds of $66,617.
On March 23, 2021, the Company sold 1,600,000 shares of its common stock in a registered offering structured as a
bought deal at a price of $129.13 per share resulting in net proceeds of $206,572.
During the year ended December 31, 2020, the Company sold 899,048 shares of common stock at an average sales price
of $116.42 per share, resulting in net proceeds of $103,468.
In November 2017, the Company's board of directors authorized a three-year share repurchase program to allow for the
repurchase of shares with an aggregate value up to $400,000. During the year ended December 31, 2020, the Company
repurchased 826,797 shares at an average price of $82.09 per share, paying a total of $67,873. On October 15, 2020, the
Company's board of directors authorized a new share repurchase program allowing for the repurchase of shares with an
aggregate value up to $400,000. No shares were repurchased during the year ended December 31, 2021.
12.
UNITS
NONCONTROLLING INTEREST REPRESENTED BY PREFERRED OPERATING PARTNERSHIP
Classification of Noncontrolling Interests
GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the
consolidated financial statements within the equity section, but separate from the company’s equity. It also requires the amount
of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on
the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as
equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value
as of the balance sheet date and reported as temporary equity.
The Company has evaluated the terms of the Operating Partnership’s preferred units and classifies the noncontrolling
interest represented by such preferred units as stockholders’ equity in the accompanying consolidated balance sheets. The
Company will periodically evaluate individual noncontrolling interests for the ability to continue to recognize the
noncontrolling amount as permanent equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify
as permanent equity will be reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its
redemption value as of the end of the period in which the determination is made.
At December 31, 2021 and 2020, the noncontrolling interests represented by the Preferred OP Units qualified for
classification as permanent equity on the Company's consolidated balance sheets. The partnership agreement of the Operating
Partnership (as amended, the "Partnership Agreement") provides for the designation and issuance of the OP Units. As of
December 31, 2021 and 2020, noncontrolling interests in Preferred OP Units were presented net of notes receivable from
Preferred Operating Partnership unit holders of $100,000 as of December 31, 2021 and 2020, respectively, as more fully
described below. The balances for each of the specific preferred OP units as presented in the Statement of Noncontrolling
Interests and Equity as of the periods indicated is as follows:
63
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Series A Units
Series B Units
Series D Units
December 31, 2021
December 31, 2020
$
$
15,606
$
38,068
205,436
259,110
$
13,788
40,902
117,362
172,052
Series A Participating Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series A Units. The Series A Units have
priority over all other partnership interests of the Operating Partnership with respect to distributions and liquidation.
The Series A Units were issued in June 2007. Series A Units in the amount of $101,700 bear a fixed priority return of
2.3%, and originally had a fixed liquidation value of $115,000. The remaining balance participates in distributions with, and has
a liquidation value equal to, that of the common OP Units. The Series A Units are redeemable at the option of the holder, which
redemption obligation may be satisfied, at the Company’s option, in cash or shares of its common stock. As a result of the
redemption of 114,500 Series A Units in October 2014, the remaining fixed liquidation value was reduced to $101,700 which
represents 875,480 Series A Units.
On June 25, 2007, the Operating Partnership loaned the holders of the Series A Units $100,000. The note receivable bears
interest at 2.1%. The loan is secured by the borrower’s Series A Units. No future redemption of Series A Units can be made
unless the loan secured by the Series A Units is also repaid. The Series A Units are shown on the balance sheet net of the
$100,000 loan because the borrower under the loan is also the holder of the Series A Units.
Series B Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series B Units. The Series B Units rank
junior to the Series A Units, on parity with the Series C Units and Series D Units, and senior to all other partnership interests of
the Operating Partnership with respect to distributions and liquidation.
The Series B Units were issued in 2013 and 2014 and have a liquidation value of $25.00 per unit for a current fixed
liquidation value of $38,068 which represents 1,522,727 Series B Units. Holders of the Series B Units receive distributions at
an annual rate of 6.0%. These distributions are cumulative. The Series B Units became redeemable at the option of the holder
on the first anniversary of the date of issuance, which redemption obligations may be satisfied at the Company’s option in cash
or shares of its common stock.
On August 31, 2021, 113,360 Series B Units were redeemed for 15,265 shares of common stock.
Series C Convertible Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series C Units. The Series C Units rank
junior to the Series A Units, on parity with the Series B Units and Series D Units, and senior to all other partnership interests of
the Operating Partnership with respect to distributions and liquidation.
The Series C Units were issued in 2013 and 2014 and had a liquidation value of $42.10 per unit. The Series C Units
became redeemable at the option of the holder one year from the date of issuance, which redemption obligation could be
satisfied at the Company’s option in cash or shares of its common stock.
In December 2014, the Operating Partnership loaned holders of the Series C Units $20,230. The note receivable, which
was collateralized by the Series C Units, bears interest at 5.0% and matures on December 15, 2024. The Series C Units were
shown on the balance sheet net of the loan because the borrower under the loan receivable was also the holder of the Series C
Units.
On December 1, 2018, certain holders of the Series C Units converted their Series C Units into common OP Units, with a
total of 407,996 Series C Units being converted into a total of 373,113 common OP Units. On April 25, 2019, the remaining
64
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
296,020 Series C Units were converted into 270,709 OP Units. The remaining outstanding balance of the loan receivable of
$1,900 and $2,311 is shown as a reduction of the noncontrolling interests related to the OP Units as of December 31, 2021 and
December 31, 2020, respectively. See footnote 13 for further discussion of noncontrolling interests.
Series D Redeemable Preferred Units
The Partnership Agreement provides for the designation and issuance of the Series D Units. The Series D Units rank
junior to the Series A Units, on parity with the Series B Units and Series C Units, and senior to all other partnership interest of
the Operating Partnership with respect to distributions and liquidation.
The Series D Units have a liquidation value of $25.00 per unit, for a current fixed liquidation value of $205,435 which
represents 8,217,422 Series D Units. Holders of the Series D Units receive distributions at an annual rate between 3.0% and
5.0%. These distributions are cumulative. The Series D Units become redeemable at the option of the holder on the first
anniversary of the date of issuance, which redemption obligation may be satisfied at the Company’s option in cash or shares of
its common stock. In addition, certain of the Series D Units are exchangeable for common OP Units until the tenth anniversary
of the date of issuance, with the number of common OP Units to be issued equal to $25.00 per Series D Unit, divided by the
value of a share of common stock as of the exchange date.
The Series D Units have been issued at various times from 2014 to 2021. During the year ended December 31, 2021, the
Operating Partnership issued a total of 3,522,937 Series D Units valued at $88,073 in conjunction with store acquisitions.
13.
NONCONTROLLING INTEREST IN OPERATING PARTNERSHIP AND OTHER NONCONTROLLING
INTERESTS
Noncontrolling interest in Operating Partnership
The Company’s interest in its stores is held through the Operating Partnership. Between its general partner and limited
partner interests, the Company held a 93.9% majority ownership interest in the Operating Partnership as of December 31, 2021.
The remaining ownership interests in the Operating Partnership (including Preferred OP Units) of 6.1% are held by certain
former owners of assets acquired by the Operating Partnership. As of December 31,2021 and December 31, 2020, the
noncontrolling interests in the Operating Partnership are shown on the balance sheet net of notes receivable of $1,900 and
$2,311, respectively, because the borrowers under the loan receivable are also holders of OP Units (Note 12). This loan
receivable bears interest at 5.0% per annum and matures on December 15, 2024.
The noncontrolling interest in the Operating Partnership represents OP Units that are not owned by the Company. OP
Units are redeemable at the option of the holder, which redemption may be satisfied at the Company's option in cash based
upon the fair market value of an equivalent number of shares of the Company’s common stock (based on the ten-day average
trading price) at the time of the redemption, or shares of the Company's common stock on a one-for-one basis, subject to anti-
dilution adjustments provided in the Operating Partnership agreement. As of December 31, 2021, the ten-day average closing
stock price was $220.58 and there were 6,528,436 OP Units outstanding. Assuming that all of the OP Unit holders exercised
their right to redeem all of their OP Units on December 31, 2021 and the Company elected to pay the OP Unit holders cash, the
Company would have paid $1,440,042 in cash consideration to redeem the units.
OP Unit activity is summarized as follows for the periods presented:
OP Units redeemed for common stock
OP Units redeemed for cash
Cash paid for OP Units redeemed
OP Units issued in conjunction with acquisitions
Value of OP Units issued in conjunction with acquisitions
OP Units issued upon redemption of Series C Units
For the Year Ended December 31,
2021
2020
2019
165,652
4,500
788 $
897,803
188,319 $
—
123,993
—
— $
—
— $
—
340,182
—
—
—
—
270,709
$
$
65
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
On December 1, 2018, 373,113 common OP Units were issued in the conversion of 407,996 Series C Units. These newly
issued OP Units were pledged as collateral on the existing loan receivable to the Series C Unit holders. As a result,
noncontrolling interests in the Operating Partnership was reported net of $11,091 of the loan receivable as of December 31,
2018, which represents the portion of the note receivable that is collateralized by the OP Units. The remaining 296,020 Series
C Units were converted into 270,709 OP Units on April 25, 2019 and the remainder of the loan receivable was reported net with
the OP Units. The remaining total outstanding balance of the loan receivable of $1,900 and $2,311 is shown as a reduction of
the noncontrolling interests related to the OP Units as of December 31, 2021 and 2020, respectively.
GAAP requires a company to present ownership interests in subsidiaries held by parties other than the company in the
consolidated financial statements within the equity section but separate from the company’s equity. It also requires the amount
of consolidated net income attributable to the parent and to the noncontrolling interest to be clearly identified and presented on
the face of the consolidated statement of operations and requires changes in ownership interest to be accounted for similarly as
equity transactions. If noncontrolling interests are determined to be redeemable, they are to be carried at their redemption value
as of the balance sheet date and reported as temporary equity.
The Company has evaluated the terms of the common OP Units and classifies the noncontrolling interest represented by
the common OP Units as stockholders’ equity in the accompanying consolidated balance sheets. The Company will periodically
evaluate individual noncontrolling interests for the ability to continue to recognize the noncontrolling amount as permanent
equity in the consolidated balance sheets. Any noncontrolling interests that fail to qualify as permanent equity will be
reclassified as temporary equity and adjusted to the greater of (1) the carrying amount, or (2) its redemption value as of the end
of the period in which the determination is made.
Other Noncontrolling Interests
Other noncontrolling interests represent the ownership interest of partners in two consolidated joint ventures as of
December 31, 2021. One joint venture owns four stores in Georgia and the other owns one property under development in
Florida. The voting interests of the partners are 10% or less.
On August 25, 2021, the Company purchased for $12,215 in cash the remaining third party ownership interest in a
previously consolidated joint venture that owned two operating stores.
On December 15, 2021, the Company purchased for $6,100 in cash the remaining third party ownership interest in
previously consolidated joint venture that owned four operating stores.
14.
LEASES
The Company adopted ASC 842, "Leases," effective January 1, 2019 on a modified retrospective basis as allowed under
the standard and thus prior periods have not been restated. The Company elected the package of transition practical expedients,
and has therefore (1) not reassessed whether any expired or existing contracts are or contain leases, (2) not reassessed the lease
classification for any expired or existing leases, and (3) not reassessed initial direct costs for any expired or existing leases.
Lessee Accounting
The Company recognized right-of-use assets related to operating leases totaling $95,506 and lease liabilities of $104,863
as of the adoption date, January 1, 2019. These are presented as “Operating lease liabilities” and “Real estate assets-operating
lease right-of-use assets” on the Company’s consolidated balance sheets. Right-of-use assets associated with finance leases are
included in real estate assets, net and finance lease liabilities are included in other liabilities on the Company's consolidated
balance sheets.
During the year ended December 31, 2021, the Company recorded new finance lease right-of-use assets and finance lease
liabilities totaling $26,998 associated with the acquisition of two stores with land leases. The Company also recorded a finance
lease right-of-use asset and a finance lease liability of $40,916 related to a corporate office lease.
In June and August 2019, the Company entered into new triple-net lease agreements to lease land and buildings at 22 and
five operating stores, respectively. These leases are categorized as operating leases, and have contractual lease terms of 25
years, but have termination options after 10 years that result in lease terms of 10 years under ASC 842. The Company recorded
66
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
new operating lease right-of-use assets and operating lease liabilities of $127,532 and $52,224, respectively, in conjunction with
these new lease agreements.
The Company is lessee under several types of lease agreements. Generally, these leases fall into the following categories:
•
•
•
•
Leases of real estate at 58 stores classified as wholly-owned or in consolidated joint ventures. These leases generally
have original lease terms between 10-99 years. Under these leases, the Company typically has the option to extend the
lease term for additional terms of 5-35 years.
Leases of its corporate offices and call center. These leases have original lease terms between five and 14 years, with
no extension options. Subsequent to year-end the Company modified and extended the lease of its corporate offices to
add additional space and extend the lease until 2034.
Leases of 14 regional offices. These leases have original lease terms between three and five years. The Company has
the option on certain of these leases to extend the lease term for up to three additional years.
Leases of small district offices. These leases generally have terms of 12 months or less. The Company has made an
election to account for these under the short-term lease exception outlined under ASC 842. Therefore, no lease assets
or liabilities are recorded related to these leases.
The Company has included lease extension options in the lease term for calculations of its right-of-use assets and
liabilities related to the real estate asset leases at its stores when it is reasonably certain that the Company plans to extend the
lease terms as the options arise.
Several of the leases of real estate at the Company’s stores include escalation clauses based on an index or rate, such as
the Consumer Price Index (CPI). The Company included these lease payments in its calculations of right-of-use assets and
liabilities based on the prevailing index or rate as of the adoption date. The Company will recognize changes to these variable
lease payments in earnings in the period of change.
One of the real estate leases includes variable lease payments that are based upon a percentage of gross revenues. Certain
other leases include additional variable payments relating to a percentage of sales in excess of a specified amount, common area
maintenance, property taxes, and similar items. These payments are variable lease payments that do not depend on an index or
rate and are excluded from the measurement of the lease liabilities and right-of-use-assets for these leases. The Company will
recognize costs from these variable lease payments in the period in which the obligation for those payments is incurred.
The Company has a signed lease agreement for a store in California. The store is under construction by the lessor, and
the Company will take possession of the leased asset upon completion of construction, which is estimated to be completed in
2022. The lease term is 15 years from the lease commencement date, with three 10-year extension options and one 5-year
extension option. The Company has not recorded right-of-use asset or lease liability related to this lease as of December 31,
2021 as the lease term has not yet commenced. The lease commencement date will occur when the Company takes possession
of the leased asset, and the Company will recognize a lease liability and right-of-use asset relating to the lease at that time.
As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the
information available surrounding the Company’s unsecured borrowing rates and implied secured spread at the lease
commencement date in determining the present value of lease payments. These discount rates vary depending on the term of
the specific leases.
67
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Following is information on our total lease costs as of the period indicated:
Finance lease cost:
Amortization of finance lease right-of-use assets
Interest expense related to finance lease liabilities
Operating lease cost
Variable lease cost
Short-term lease cost
Total lease cost
Cash paid for amounts included in the measurement of lease liabilities
Operating cash outflows for finance lease payments
Operating cash outflows for operating lease payments
Total cash flows for lease liability measurement
Right-of-use assets obtained in exchange for new operating lease liabilities
Right-of-use assets obtained in exchange for new finance lease liabilities
Weighted average remaining lease term - finance leases (years)
Weighted average remaining lease term - operating leases (years)
Weighted average discount rate - finance leases
Weighted average discount rate - operating leases
For the Year Ended December 31,
2021
2020
$
$
3,049
2,812
29,258
8,100
51
400
712
28,709
9,056
80
$
43,270
$
38,957
$
$
$
$
2,812
23,961
26,773
6,655
67,992
$
$
$
$
54.97
21.25
3.18 %
3.63 %
712
25,037
25,749
8,014
50,096
78.48
13.99
3.47 %
3.66 %
The following table presents information about the Company’s undiscounted cash flows on an annual basis for operating
and finance leases, including a reconciliation of the undiscounted cash flows to the finance lease and operating lease liabilities
recognized in the Company’s consolidated balance sheets:
2022
2023
2024
2025
2026
Thereafter
Total
Present value adjustments
Lease liabilities
Operating
Finance
Total
$
27,641
$
4,214
$
27,719
27,973
28,148
28,451
166,931
5,679
5,788
5,793
5,912
312,022
$
$
306,863
$
339,408
$
(73,507)
(214,871)
233,356
$
124,537
$
31,855
33,398
33,761
33,941
34,363
478,953
646,271
(288,378)
357,893
The Company elected the package of practical expedients upon adoption of ASC 842, which allows for the application of
the standard solely to the transition period in 2019 and does not require application to prior fiscal comparative periods
represented. Disclosures required under the previous leasing standard are presented for prior years.
68
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
Lessor Accounting
The Company's property rental revenue is primarily related to rents received from tenants at its operating stores. The
Company's leases with its self-storage tenants are generally on month-to-month terms, include automatic monthly renewals,
allow flexibility to increase rental rates over time as market conditions permit, and provide for the collection of contingent fees
such as late fees. These leases do not include any terms or conditions that allow the tenants to purchase the leased space. All
self-storage leases for which the Company acts as lessor have been classified as operating leases. The real estate assets related
to the Company's stores are included in "Real estate assets, net" on the Company's condensed consolidated balance sheets and
are presented at historical cost less accumulated depreciation and impairment, if any. Rental income related to these operating
leases is included in Property rental revenue on the Company's condensed consolidated statements of operations, and is
recognized each month during the month-to-month terms at the rental rate in place during each month.
15.
STOCK-BASED COMPENSATION
As of December 31, 2021, 1,051,208 shares were available for issuance under the Company’s 2015 Incentive Award Plan
(the “Plan”).
Options are exercisable once vested. Options are exercisable at such times and subject to such terms as determined by the
Compensation Committee, but under no circumstances may be exercised if such exercise would cause a violation of the
ownership limit in the Company’s charter. Options expire 10 years from the date of grant. Beginning in 2017, the CNG
Committee decided to the replace stock options granted to executives with performance based stock units for executive
compensation. See the "Performance-Based Stock Units" section below.
Also as defined under the terms of the Plan, restricted stock grants may be awarded. The stock grants are subject to a
vesting period over which the restrictions are released and the stock certificates are given to the grantee. During the vesting
period, the grantee is not permitted to sell, transfer, pledge, encumber or assign shares of restricted stock granted under the
Plan; however, the grantee has the ability to vote the shares and receive nonforfeitable dividends paid on shares. Unless
otherwise determined by the Compensation Committee at the time of grant, the forfeiture and transfer restrictions on the shares
lapse over a four-year period beginning on the date of grant. For actions taken prior to July 2020, references to the
Compensation Committee refer to its predecessor, the CNG Committee; the Board split the CNG Committee into two
committees, the Compensation Committee and the Nominating and Governance Committee, effective July 1, 2020.
Option Grants
A summary of stock option activity is as follows:
Options
Outstanding at December 31, 2018
Exercised
Outstanding at December 31, 2019
Exercised
Outstanding at December 31, 2020
Exercised
Outstanding at December 31, 2021
Vested
Ending Exercisable
Number of
Shares
Weighted
Average
Exercise Price
Weighted
Average
Remaining
Contractual
Life (Years)
Aggregate Intrinsic
Value as of
December 31, 2021
417,581 $
(211,057)
206,524 $
(134,930)
71,594 $
(62,322)
9,272 $
9,272 $
9,272 $
31.58
14.65
48.88
35.26
74.54
73.36
82.47
82.47
82.47
3.98
3.98
3.98
$1,338
$1,338
$1,338
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 2021 and the exercise price, multiplied by the number of in-the-money options) that would
69
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
have been received by the option holders had all option holders exercised their options on December 31, 2021. The amount of
aggregate intrinsic value will change based on the fair market value of the Company’s stock. The total intrinsic value of
options exercised for the years ended December 31, 2021, 2020 and 2019 was $3,925, $10,016 and $18,089, respectively.
There have been no options granted since 2016. The fair value of each option grant was estimated on the date of grant
using the Black-Scholes option-pricing model. 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 the grant for the estimated life of the
option. The Company uses actual historical data to calculate the expected price volatility, dividend yield and average expected
term. The forfeiture rate, which is estimated at a weighted-average of 4.6% of unvested options outstanding as of December 31,
2021, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ, from the previous
estimates.
A summary of stock options outstanding and exercisable as of December 31, 2021, is as follows:
Exercise Price
$65.36 - $65.36
$85.99 - $85.99
Shares
1,582
7,690
Options Outstanding
Weighted Average
Remaining
Contractual Life
Options Exercisable
Weighted Average
Exercise Price
Shares
Weighted Average
Exercise Price
3.15 $
4.15
65.36
85.99
1,582 $
7,690
65.36
85.99
The Company recorded compensation expense relating to outstanding options of $0, $27 and $364 in general and
administrative expense for the years ended December 31, 2021, 2020 and 2019, respectively. Net proceeds received for the
years ended December 31, 2021, 2020 and 2019, related to option exercises was $4,572, $4,759 and $3,063, respectively. At
December 31, 2021, there was no unrecognized compensation expense related to non-vested stock options under the Plan.
Common Stock Granted to Employees and Directors
The Company recorded $9,260, $9,244 and $9,173 of expense in general and administrative expense in its statement of
operations related to restricted stock awards granted to employees and directors for the years ended December 31, 2021, 2020
and 2019, respectively. The forfeiture rate, which is estimated at a weighted-average of 10.0% of unvested awards outstanding
as of December 31, 2021, is adjusted periodically based on the extent to which actual forfeitures differ, or are expected to differ,
from the previous estimates. At December 31, 2021 there was $13,843 of total unrecognized compensation expense related to
non-vested restricted stock awards under the Plan. That cost is expected to be recognized over a weighted-average period of
2.15 years. 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 and director share grant activity is as follows:
70
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
A summary of the Company’s employee and director share grant activity is as follows:
Restricted Stock Grants
Unreleased at December 31, 2018
Granted
Released
Cancelled
Unreleased at December 31, 2019
Granted
Released
Cancelled
Unreleased at December 31, 2020
Granted
Released
Cancelled
Unreleased at December 31, 2021
Performance-based Stock Units
Weighted-
Average
Grant-Date
Fair Value
Shares
223,114 $
109,081
80.02
101.52
(110,724)
(8,863)
212,608 $
95,671
(94,164)
(5,083)
209,032 $
99,802
(96,248)
(12,808)
199,778 $
79.58
90.11
91.62
98.81
89.43
93.16
95.86
132.75
91.65
113.89
115.16
The performance-based stock units (the "PSUs") granted to executives represent the right to earn shares of the Company's
common stock. These awards have two financial performance components: (1) the Company's core FFO performance ("FFO
Target"), and (2) the Company's total stockholder return relative to the performance of a defined group of peers ("TSR Target").
Each of these performance components are weighted 50% and are measured over the performance period, which is defined as
the three-year period ending December 31 from the year of grant. At the end of the performance period, the financial
performance components are reviewed to determine the number of shares actually granted to executives, which can be as low as
zero shares and up to a maximum of two shares issued for each PSU. A summary of the PSU activity is as follows:
Performance-Based Stock Units
Unvested at December 31, 2018
Granted
Unvested at December 31, 2019
Granted
Released
Unvested at December 31, 2020
Granted
Released
Unvested at December 31, 2021
Units
Weighted-Average
Grant-Date Fair Value
58,806
$
49,334
$
108,140
45,242
(30,071) $
123,311
$
40,832
(28,735) $
135,408
$
89.87
103.18
95.94
129.38
112.16
104.25
138.04
117.19
111.69
71
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
The Company recorded $8,043, $7,048 and $3,514 of expense in general and administrative expense in its statement of
operations related to PSUs granted to employees for the years ended December 31, 2021, 2020 and 2019, respectively. The
Company estimated the fair value of the PSUs as of the grant date, using the closing trading price of the Company's common
stock on the grant date to value the FFO Target portion. A Monte Carlo simulation model was used to calculate the fair value
of the TSR Target portion of the PSUs, using the following assumptions:
Intrinsic value
Risk-free rate
Volatility
Expected term (in years)
Dividend yield
Unrecognized compensation cost
Term over which compensation cost recognized (in years)
For the Year Ended December 31,
2021
$30,701
0.22%
28.5%
2.9
—%
$8,859
3
2020
$12,266
1.42%
18.4%
2.9
—%
$6,406
3
2019
$6,211
2.53%
20.7%
2.8
—%
$4,315
3
Under the terms of the PSUs, dividends for the entire measurement period are paid in cash when the shares are released,
so a dividend yield of zero was used. The valuation model applied in this calculation utilizes subjective assumptions that could
potentially change over time, including the probabilities associated with achieving the FFO Targets (categorized within Level 3
of the fair value hierarchy). Therefore, the amount of unrecognized compensation expense at December 31, 2021 noted above
does not necessarily represent the expense that will ultimately be realized by the Company in the statement of operations.
16.
EMPLOYEE BENEFIT PLAN
The Company has a retirement savings plan under Section 401(k) of the Internal Revenue Code under which eligible
employees can contribute up to 60% of their annual salary, subject to a statutory prescribed annual limit. For the years ended
December 31, 2021, 2020 and 2019, the Company made matching contributions to the plan of $4,239, $3,980 and $3,355,
respectively, based on 100% of the first 3% and up to 50% of the next 2% of an employee’s compensation.
72
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
17.
INCOME TAXES
As a REIT, the Company is generally not subject to U.S. federal income tax with respect to that portion of its income
which is distributed annually to its stockholders. However, the Company has elected to treat certain of its corporate
subsidiaries, including Extra Space Management, Inc., as a TRS. In general, a TRS may perform additional services for tenants
and generally may engage in any real estate or non-real estate related business. A TRS is subject to U.S. federal corporate
income tax and may be subject to state and local income taxes. The Company accounts for income taxes in accordance with the
provisions of ASC 740, “Income Taxes.” Deferred tax assets and liabilities are determined based on differences between
financial reporting and tax bases of assets and liabilities. The Company has elected to use the Tax-Law-Ordering approach to
determine when excess tax benefits will be realized.
The income tax provision for the years ended December 31, 2021, 2020 and 2019, is comprised of the following
components:
Current expense
Tax credits/true-up
Change in deferred expense/(benefit)
Total tax expense
Current expense
Tax credits/true-up
Change in deferred expense
Total tax expense
Current expense
Tax credits/true-up
Change in deferred benefit
Total tax expense
For the Year Ended December 31, 2021
Federal
State
Total
$
21,017 $
3,520 $
(4,979)
818
(138)
86
24,537
(5,117)
904
$
16,856 $
3,468 $
20,324
For the Year Ended December 31, 2020
Federal
State
Total
$
15,553 $
3,347 $
(5,610)
594
(135)
61
18,900
(5,745)
655
$
10,537 $
3,273 $
13,810
For the Year Ended December 31, 2019
Federal
State
Total
$
10,164 $
2,936 $
(3,633)
1,787
(30)
84
$
8,318 $
2,990 $
13,100
(3,663)
1,871
11,308
A reconciliation of the statutory income tax provisions to the effective income tax provisions for the periods indicated is
as follows:
For the Year Ended December 31,
2021
2020
2019
Expected tax at statutory rate
Non-taxable REIT income
$ 188,600
21.0 % $ 111,760
21.0 % $ 97,110
21.0 %
(166,137)
(18.5) %
(94,270)
(17.7) %
(82,717)
(17.9) %
State and local tax expense - net of federal benefit
Change in valuation allowance
Tax credits/true-up
Miscellaneous
Total provision
3,259
(1,061)
(5,117)
780
20,324
$
3,075
0.4 %
(363)
(0.1) %
(5,745)
(0.6) %
0.1 %
(647)
2.3 % $ 13,810
2,837
0.6 %
(207)
(0.1) %
(3,663)
(1.1) %
(0.1) %
(2,052)
2.6 % $ 11,308
0.6 %
— %
(0.8) %
(0.4) %
2.5 %
73
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
The major sources of temporary differences stated at their deferred tax effects are as follows:
Deferred tax liabilities:
Fixed assets
Operating and Finance lease right-of-use assets
Other
State deferred taxes
Total deferred tax liabilities
Deferred tax assets:
Captive insurance subsidiary
Accrued liabilities
Stock compensation
Operating and Finance lease liabilities
SmartStop TRS
Other
State deferred taxes
Total deferred tax assets
Valuation allowance
December 31,
2021
December 31,
2020
$
(30,499) $
(27,374)
(6,016)
(61)
(3,842)
(40,418)
(2,223)
(72)
(3,210)
(32,879)
396
2,383
3,076
7,936
—
916
6,548
21,255
378
2,325
2,635
2,232
219
1,554
6,725
16,068
(2,241)
(3,302)
Net deferred income tax liabilities
$
(21,404) $
(20,113)
The state income tax net operating losses expire between 2022 and 2041. The valuation allowance is associated with the
state income tax net operating losses. The tax years 2017 through 2020 remain open related to the state returns, and 2018
through 2020 for the federal returns.
74
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
18.
SEGMENT INFORMATION
The Company’s segment disclosures present the measure used by the chief operating decision makers ("CODMs") for
purposes of assessing each segment’s performance. The Company’s CODMs are comprised of several members of its executive
management team who use net operating income ("NOI") to assess the performance of the business for the Company’s
reportable operating segments. NOI for our self-storage operations represents total property revenue less direct property
operating expenses. NOI for our tenant reinsurance segment represents tenant reinsurance revenues less tenant reinsurance
expense.
The Company’s segments are comprised of two reportable segments: (1) self-storage operations and (2) tenant
reinsurance. The self-storage operations activities include rental operations of wholly-owned stores. The Company's
consolidated revenues equal total segment revenues plus property management fees and other income. Tenant reinsurance
activities include the reinsurance of risks relating to the loss of goods stored by tenants in the stores operated by the Company.
Excluded from segment revenues and net operating income is property management fees and other income.
For all periods presented, substantially all of our real estate assets, intangible assets, other assets, and accrued and other
liabilities are associated with the self-storage operations segment. Financial information for the Company’s business segments
is set forth below:
Revenues:
Self-Storage Operations
Tenant Reinsurance
Total segment revenues
Operating expenses:
Self-Storage Operations
Tenant Reinsurance
Total segment operating expenses
Net operating income:
Self-Storage Operations
Tenant Reinsurance
Total segment net operating income:
Total segment net operating income
Other components of net income:
Property management fees and other income
General and administrative expense
Depreciation and amortization expense
Gain on real estate transactions
Interest expense
Non-cash interest expense related to amortization of discount on equity component of
exchangeable senior notes
Interest income
Equity in earnings and dividend income from unconsolidated real estate entities
Equity in earnings of unconsolidated real estate ventures - gain on sale of real estate
assets and purchase of joint venture partner's interest
Income tax expense
Net income
75
Year Ended December 31,
2021
2020
2019
$ 1,340,990 $ 1,157,522 $ 1,130,177
170,108
146,561
128,387
$ 1,511,098 $ 1,304,083 $ 1,258,564
$
368,608 $
360,615 $
336,050
29,488
26,494
29,376
$
398,096 $
387,109 $
365,426
$
972,382 $
796,907 $
794,127
140,620
120,067
99,011
$ 1,113,002 $
916,974 $
893,138
$ 1,113,002 $
916,974 $
893,138
66,264
52,129
49,890
(102,194)
(96,594)
(89,418)
(241,879)
(224,444)
(219,857)
140,760
18,075
1,205
(166,183)
(168,626)
(186,526)
—
49,703
32,358
(3,675)
15,192
22,361
(4,742)
7,467
11,274
6,251
—
—
(20,324)
(13,810)
(11,308)
$
877,758 $
517,582 $
451,123
EXTRA SPACE STORAGE INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
Amounts in thousands, except store and share data, unless otherwise stated
19.
COMMITMENTS AND CONTINGENCIES
As of December 31, 2021, the Company was under agreement to acquire nine stores at a total purchase price of $136,491.
These stores are scheduled to close in 2022. Additionally, the Company is under agreement to acquire three stores in 2022 with
joint venture partners, for a total investment of $5,850.
The Company is involved in various legal proceedings and is subject to various claims and complaints arising in the
ordinary course of business. Because litigation is inherently unpredictable, the outcome of these matters cannot presently be
determined with any degree of certainty. In accordance with applicable accounting guidance, management establishes an
accrued liability for litigation when those matters present loss contingencies that are both probable and reasonably estimable. In
such cases, there may be an exposure to loss in excess of any amounts accrued. The estimated loss, if any, is based upon
currently available information and is subject to significant judgment, a variety of assumptions, and known and unknown
uncertainties. The Company could in the future incur judgments or enter into settlements of claims that could have a material
adverse effect on its results of operations in any particular period, notwithstanding the fact that the Company is currently
vigorously defending any legal proceedings against it. As of December 31, 2021, the Company was involved in various legal
proceedings and was subject to various claims and complaints arising in the ordinary course of business. In the opinion of
management, such litigation, claims and complaints are not expected to have a material adverse effect on the Company’s
financial condition or results of operations.
Although there can be no assurance, the Company is not aware of any material environmental liability, for which it
believes it will be ultimately responsible, that could have a material adverse effect on its financial condition or results of
operations. However, changes in applicable environmental laws and regulations, the uses and conditions of properties in the
vicinity of the Company’s properties, the activities of its tenants and other environmental conditions of which the Company is
unaware with respect to its properties could result in future material environmental liabilities.
76
Extra Space Storage Inc.
Schedule III
Real Estate and Accumulated Depreciation
(Dollars in thousands)
As of December 31, 2021
Building and
Improvements
Initial Cost
Adjustments and
Costs to Land and
Building
Subsequent to
Acquisition
Gross carrying amount at December 31, 2021
Land
Building and
Improvements
Total
Accumulated
Depreciation
Self - Storage
Facilities by State:
Store
Count
Debt
Land Initial Cost
AL
AZ
CA
CO
CT
FL
GA
HI
IL
IN
KS
KY
LA
MA
MD
MI
MN
MO
MS
NC
NH
NJ
NM
NV
NY
OH
OR
PA
RI
8
23
173
17
6
105
71
13
37
14
1
10
4
46
34
8
7
4
3
23
2
62
10
14
28
16
8
21
2
$
5,261 $
11,021 $
62,772 $
3,712 $
11,021 $
66,484 $
77,505 $
22,469
369,493
28,776
6,811
173,529
68,819
—
23,283
—
—
30,996
—
32,251
76,478
5,588
—
—
—
6,684
—
106,726
17,085
29,942
13,886
11,651
16,804
8,673
3,952
27,535
646,278
17,224
8,598
186,083
98,519
17,663
49,304
12,652
366
5,670
9,105
73,544
104,486
10,900
9,696
3,517
2,914
38,463
754
138,417
30,806
15,252
121,945
17,568
15,066
35,104
3,191
117,304
1,365,639
11,820
160,072
17,834
5,211
63,289
37,329
12,984
34,806
7,255
1,102
18,768
5,082
57,334
30,986
4,594
6,095
3,374
1,298
10,399
1,353
51,542
5,105
6,379
41,749
9,036
2,268
14,639
1,369
81,144
46,974
799,941
529,048
133,870
247,958
60,605
1,897
60,442
34,923
270,243
327,904
63,388
74,960
13,674
29,630
150,475
4,054
605,834
63,495
74,376
237,795
49,287
68,044
190,966
6,926
77
27,533
646,728
17,942
8,598
186,209
98,503
17,663
48,757
12,652
366
6,442
9,106
73,725
103,894
10,900
9,696
3,474
2,914
38,461
817
141,643
30,806
15,252
122,680
17,567
15,066
34,396
3,191
129,126
1,525,261
98,260
52,185
863,104
566,393
146,854
283,311
67,860
2,999
78,438
40,004
327,396
359,482
67,982
81,055
17,091
30,928
160,876
5,344
654,150
68,600
80,755
278,809
58,324
70,312
206,313
8,295
156,659
2,171,989
116,202
60,783
1,049,313
664,896
164,517
332,068
80,512
3,365
84,880
49,110
401,121
463,376
78,882
90,751
20,565
33,842
199,337
6,161
795,793
99,406
96,007
401,489
75,891
85,378
240,709
11,486
10,573
31,818
333,516
25,649
11,055
163,231
86,525
33,733
52,591
14,639
1,326
16,198
5,130
100,242
88,599
9,011
5,613
7,292
3,244
18,159
2,716
164,838
12,628
14,958
76,295
16,292
10,284
34,860
3,473
Self - Storage
Facilities by State:
Store
Count
Debt
Land Initial Cost
Building and
Improvements
Initial Cost
Adjustments and
Costs to Land and
Building
Subsequent to
Acquisition
Gross carrying amount at December 31, 2021
Land
Building and
Improvements
Total
Accumulated
Depreciation
SC
TN
TX
UT
VA
WA
DC
Other corporate
assets
Intangible tenant
relationships and
lease rights
Construction in
Progress/
Undeveloped Land
Right of use asset -
finance lease
Totals (1)
23
21
101
10
50
9
1
25,008
42,375
116,803
14,316
52,508
5,167
8,175
—
—
—
—
36,617
34,740
173,040
9,008
150,324
13,762
14,394
—
—
7,111
—
148,900
138,399
635,935
39,295
470,969
60,926
18,172
10,789
11,557
67,710
3,072
27,164
11,618
507
1,323
181,117
147,020
—
2,778
—
56,441
117,718
36,618
34,740
172,892
9,008
150,325
13,764
14,394
—
—
3,576
—
159,688
149,956
703,793
42,367
498,132
72,542
18,679
196,306
184,696
876,685
51,375
648,457
86,306
33,073
182,440
182,440
29,256
25,607
143,451
12,587
93,787
14,437
2,865
57,041
147,020
147,020
130,561
62,754
66,330
117,718
117,718
621
3,049
985
$
1,323,509 $
2,150,637 $
7,437,285 $
1,114,477 $
2,151,319 $
8,551,080 $
10,702,399 $
1,867,750
(1) No right-of-use assets related to operating leases are included in the ending net real estate assets information above.
78
Extra Space Storage Inc. Schedule III (continued)
Activity in real estate facilities during the years ended December 31, 2021, 2020 and 2019 is as follows:
Operating facilities
Balance at beginning of year
Acquisitions
Improvements
Transfers from construction in progress
Dispositions and other
Balance at end of year
Accumulated depreciation:
Balance at beginning of year
Depreciation expense
Dispositions and other
Balance at end of year
Real estate under development/redevelopment:
Balance at beginning of year
Current development
Transfers to operating facilities
Dispositions and other
Balance at end of year
Net non-lease real estate assets
2021
2020
2019
$
$
$
$
$
$
$
9,507,788 $
1,500,703
80,131
62,462
(507,362)
10,643,722 $
1,681,429 $
230,445
(43,553)
1,868,321 $
67,443 $
54,267
(62,462)
—
59,248 $
8,834,649 $
9,129,558 $
255,235
66,693
40,988
15,314
9,507,788 $
1,473,851 $
217,364
(9,786)
1,681,429 $
41,157 $
67,274
(40,988)
—
67,443 $
7,893,802 $
8,709,315
303,588
68,459
59,614
(11,418)
9,129,558
1,262,438
212,202
(789)
1,473,851
44,954
55,817
(59,614)
—
41,157
7,696,864
(1) No right-of-use assets related to operating leases are included in the ending net real estate assets information above.
As of December 31, 2021, the aggregate cost of real estate for U.S. federal income tax purposes was $8,865,491.
79
Item 9.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
Item 9A.
Controls and Procedures
(i) Disclosure Controls and Procedures
We maintain disclosure controls and procedures to ensure that information required to be disclosed in the reports we file
pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange Act”), are recorded, processed, summarized and
reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and
communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow
timely decisions regarding required disclosure based on the definition of “disclosure controls and procedures” in Rule 13a-15(e)
of the Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognized that any
controls and procedures, no matter how well designed and operated, can only provide reasonable assurance of achieving the
desired control objectives, and in reaching a reasonable level of assurance, management necessarily was required to apply its
judgment in evaluating the cost-benefit relationship of possible controls and procedures.
We have a disclosure committee that is responsible for considering the materiality of information and determining the
disclosure obligations of the Company on a timely basis. The disclosure committee meets quarterly and reports directly to our
Chief Executive Officer and Chief Financial Officer.
We carried out an evaluation, under the supervision and with the participation of management, including our Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and
procedures as of the end of the period covered by this Annual Report. Based upon that evaluation, our Chief Executive Officer
and Chief Financial Officer concluded that our disclosure controls and procedures were effective at the reasonable assurance
level as of the end of the period covered by this report.
(ii) Internal Control over Financial Reporting
1. Management’s Report on Internal Control over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting as
defined in Rule 13a-15(f) of the Exchange Act. Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we conducted an evaluation of the effectiveness of our internal control
over financial reporting based on the framework in Internal Control—Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (2013 framework). Based on our evaluation, our management
concluded that our internal control over financial reporting was effective as of December 31, 2021. Because of its inherent
limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of
effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or
that the degree of compliance with the policies or procedures may deteriorate. Our independent registered public accounting
firm, Ernst & Young LLP, has issued the following attestation report over our internal control over financial reporting.
80
(b) Attestation Report of the Registered Public Accounting Firm
Report of Independent Registered Public Accounting Firm
To the Stockholders and the Board of Directors of Extra Space Storage Inc.
Opinion on Internal Control Over Financial Reporting
We have audited Extra Space Storage Inc.’s internal control over financial reporting as of December 31, 2021, based on
criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Extra Space Storage Inc. (the Company)
maintained, in all material respects, effective internal control over financial reporting as of December 31, 2021, based on the
COSO criteria.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United
States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2021 and 2020, the related consolidated
statements of operations, comprehensive income, stockholders' equity and cash flows for each of the three years in the period
ended December 31, 2021, and the related notes and financial statement schedule listed in the Index at Item 8 and our report
dated February 28, 2022 expressed an unqualified opinion thereon.
Basis for Opinion
The Company’s management is responsible for maintaining effective internal control over financial reporting and for its
assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report
on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be
independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and
regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was
maintained in all material respects.
Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a
material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed
risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides
a reasonable basis for our opinion.
Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally
accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures
that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and
expenditures of the company are being made only in accordance with authorizations of management and directors of the
company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company’s assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also,
projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate
because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
/s/ Ernst & Young LLP
Salt Lake City, Utah
February 28, 2022
81
(c) Changes in Internal Control over Financial Reporting
There was no change in our internal control over financial reporting (as such term is defined in Exchange Act Rule 13a-
15(f)) that occurred during our most recent quarter that has materially affected, or is reasonably likely to materially affect, our
internal control over financial reporting.
Item 9B.
Other Information
None.
Item 9C.
Disclosure Regarding Foreign Jurisdictions that Prevent Inspections
None.
82
PART III
Item 10.
Directors, Executive Officers and Corporate Governance
Information required by this item is incorporated by reference to the information set forth under the captions “Information
about our Executive Officers,” and “Information About the Board of Directors and its Committees” in our definitive Proxy
Statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after
December 31, 2021.
We have adopted a Code of Business Conduct and Ethics in compliance with rules of the SEC that applies to all of our
personnel, including our board of directors, Chief Executive Officer, Chief Financial Officer and principal accounting officer.
The Code of Business Conduct and Ethics is available free of charge on the “Investor Relations—Corporate Governance”
section of our web site at www.extraspace.com. We intend to satisfy any disclosure requirements under Item 5.05 of Form 8-K
regarding amendment to, or waiver from, a provision of this Code of Business Conduct and Ethics by posting such information
on our web site at the address and location specified above.
The board of directors has adopted Corporate Governance Guidelines and charters for our Audit Committee and
Compensation, Nominating and Governance Committee, each of which is posted on our website at the address and location
specified above. Investors may obtain a free copy of the Code of Business Conduct and Ethics, the Corporate Governance
Guidelines and the committee charters by contacting the Investor Relations Department at 2795 East Cottonwood Parkway,
Suite 300, Salt Lake City, Utah 84121, Attn: Jeff Norman or by telephoning (801) 365-4600.
Item 11.
Executive Compensation
Information with respect to executive compensation is incorporated by reference to the information set forth under the
caption “Executive Compensation” in our definitive Proxy Statement to be filed with the Securities and Exchange Commission
pursuant to Regulation 14A within 120 days after December 31, 2021.
Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
Information with respect to security ownership of certain beneficial owners and management and related stockholder
matters is incorporated by reference to the information set forth under the captions “Executive Compensation” and “Security
Ownership of Directors and Officers” in our definitive Proxy Statement to be filed with the Securities and Exchange
Commission pursuant to Regulation 14A within 120 days after December 31, 2021.
Item 13.
Certain Relationships and Related Transactions, and Director Independence
Information with respect to certain relationships and related transactions is incorporated by reference to the information
set forth under the captions “Information about the Board of Directors and its Committees” and “Certain Relationships and
Related Transactions” in our Proxy Statement to be filed with the Securities and Exchange Commission pursuant to
Regulation 14A within 120 days after December 31, 2021.
Item 14.
Principal Accounting Fees and Services
Information with respect to principal accounting fees and services is incorporated by reference to the information set forth
under the caption “Ratification of Appointment of Independent Registered Public Accounting Firm” in our Proxy Statement to
be filed with the Securities and Exchange Commission pursuant to Regulation 14A within 120 days after December 31, 2021.
83
PART IV
Item 15.
Exhibits and Financial Statement Schedules
(a) Documents filed as part of this report:
(1) and (2). All Financial Statements and Financial Statement Schedules filed as part of this Annual Report on 10-K
are included in Item 8—“Financial Statements and Supplementary Data” of this Annual Report on 10-K and reference is made
thereto.
(3) The following documents are filed or incorporated by references as exhibits to this report:
Exhibit
Number
2.1
2.2
2.3
3.1
3.2
3.3
3.4
3.5
3.6
4.1
4.2
4.3
4.4
4.5
10.1
10.2
10.3
Description
Purchase and Sale Agreement, dated May 5, 2005 by and among Security Capital Self Storage Incorporated, as
seller and Extra Space Storage LLC, PRISA Self Storage LLC, PRISA II Self Storage LLC, PRISA III Self
Storage LLC, VRS Self Storage LLC, WCOT Self Storage LLC and Extra Space Storage LP, as purchaser parties
and The Prudential Insurance Company of America (incorporated by reference to Exhibit 2.1 of Form 8-K filed
on May 11, 2005).
Agreement and Plan of Merger, dated as of June 15, 2015, among Extra Space Storage Inc., Extra Space Storage
LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC, SmartStop Self
Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference to Exhibit 2.1 of
Form 8-K filed on June 15, 2015).
Amendment No. 1 to Agreement and Plan of Merger, dated as of July 16, 2015, among Extra Space Storage Inc.,
Extra Space Storage LP, Edgewater REIT Acquisition (MD) LLC, Edgewater Partnership Acquisition (DE) LLC,
SmartStop Self Storage, Inc. and SmartStop Self Storage Operating Partnership, L.P. (incorporated by reference
to Exhibit 2.1 of Form 8-K filed on July 16, 2015).
Amended and Restated Articles of Incorporation of Extra Space Storage Inc.(1)
Articles of Amendment of Extra Space Storage Inc., dated September 28, 2007 (incorporated by reference to
Exhibit 3.1 of Form 8-K filed on October 3, 2007).
Articles of Amendment of Extra Space Storage Inc., dated August 29, 2013 (incorporated by reference to
Exhibit 3.1 of Form 8-K filed on August 29, 2013).
Articles of Amendment of Extra Space Storage Inc., dated May 21, 2014 (incorporated by reference to Exhibit 3.1
of Form 8-K filed on May 28, 2014).
Second Amended and Restated Bylaws of Extra Space Storage Inc.(incorporated by reference to Exhibit 3.1 of
Form 8-K filed on January 17, 2018)
Fourth Amended and Restated Agreement of Limited Partnership of Extra Space Storage LP (incorporated by
reference to Exhibit 10.1 of Form 8-K filed on December 6, 2013).
Junior Subordinated Note (incorporated by reference to Exhibit 4.3 of Form 10-K filed on February 26, 2010)
Description of Securities (Incorporated by reference to Exhibit 4.6 of Form 10-K filed on February 25, 2020)
Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space Storage Inc., ESS
Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo Bank, National
Association, as trustee (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Extra
Space Storage Inc. on May 11, 2021).
First Supplemental Indenture, dated as of May 11, 2021, among Extra Space Storage LP, as issuer, Extra Space
Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells Fargo
Bank, National Association, as trustee, including the form of the Notes and the Guarantee (incorporated by
reference to Exhibit 4.2 to the Current Report on Form 8-K filed by Extra Space Storage Inc. on May 11, 2021).
Second Supplemental Indenture, dated as of September 22, 2021, among Extra Space Storage LP, as issuer, Extra
Space Storage Inc., ESS Holdings Business Trust I and ESS Holdings Business Trust II, as guarantors, and Wells
Fargo Bank, National Association, as trustee, including the form of the Notes and the Guarantee (incorporated by
reference to Exhibit 4.2 of Form 8-K filed on September 22, 2021).
Registration Rights Agreement, by and among Extra Space Storage Inc. and the parties listed on Schedule I thereto.
(1)
Joint Venture Agreement, dated June 1, 2004, by and between Extra Space Storage LLC and Prudential
Financial, Inc.(1)
Registration Rights Agreement, dated June 20, 2005, among Extra Space Storage Inc. and the investors named
therein (incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 24, 2005).
84
Exhibit
Number
10.4
10.5
10.6
10.7
Description
Purchase Agreement, dated as of July 27, 2005, among Extra Space Storage LP, ESS Statutory Trust III and the
Purchaser named therein (incorporated by reference to Exhibit 10.1 of Form 8-K filed on August 2, 2005).
Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe
(incorporated by reference to Exhibit 10.2 of Form 8-K filed on June 26, 2007).
Pledge Agreement, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe
(incorporated by reference to Exhibit 10.3 of Form 8-K filed on June 26, 2007).
Registration Rights Agreement among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe.
(incorporated by reference to Exhibit 10.26 of Form 10-K filed on February 26, 2010).
10.8 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 Exhibit 10.1 of Form 8-K filed on
April 16, 2012).
10.9
Extra Space Storage Inc. Executive Change in Control Plan (incorporated by reference to Exhibit 10.1 of Form 8-K
filed on August 31, 2010).
10.10
10.11
10.12*
Letter Agreement, dated as of November 22, 2013, amending the Contribution Agreement, dated June 15, 2007,
among Extra Space Storage LP and various limited partnerships affiliated with AAAAA Rent-A-Space, and the
Promissory Note, dated June 25, 2007, among Extra Space Storage LP, H. James Knuppe and Barbara Knuppe
(incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 8, 2014).
Letter Agreement, dated April 18, 2017, amending the Promissory Note and Waiving a Portion of the Series A
Preferred Priority Return, among Extra Space Storage LP, ESS Holdings Business Trust I, H. James Knuppe and
Barbara Knuppe (incorporated by reference to Exhibit 10.1 of Form 10-Q filed on May 5, 2017).
2015 Incentive Award Plan (incorporated by reference to the Definitive Proxy Statement on Schedule 14A filed on
April 14, 2015)
10.13*
Form of 2015 Incentive Award Plan Performance Stock Award Agreement (incorporated by reference to Exhibit
10.13 of Form 10-K filed on February 26, 2020)
10.15*
2004 Long-Term Compensation Incentive Plan as amended and restated effective March 25, 2008 (incorporated by
reference to the Definitive Proxy Statement on Schedule 14A filed on April 14, 2008)
10.16*
Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for Employees with employment
agreements. (incorporated by reference to Exhibit 10.11 of Form 10-K filed on February 26, 2010).
Form of 2004 Long Term Incentive Compensation Plan Option Award Agreement for employees without
10.17*
employment agreements. (incorporated by reference to Exhibit 10.12 of Form 10-K filed on February 26, 2010).
10.18*
Form of 2004 Non-Employee Directors Share Plan Option Award Agreement for Directors. (incorporated by
reference to Exhibit 10.13 of Form 10-K filed on February 26, 2010).
10.19*
2004 Long Term Incentive Compensation Plan Restricted Stock Award Agreement (incorporated by reference to
Exhibit 10.2 of Form 10-Q filed on November 7, 2007).
10.20*
First Amendment to Extra Space Storage Inc. 2004 Non-Employee Directors’ Share Plan (incorporated by reference
to Exhibit 10.4 of Form 10-Q filed on November 7, 2007).
10.21* Extra Space Storage 2004 Non-Employee Directors’ Share Plan (incorporated by reference to Exhibit 10.22 of
Form 10-K/A filed on March 20, 2007).
10.22
21.1
22.1
23.1
31.1
31.2
32.1
Second Amended and Restated Credit Agreement, dated as of June 22, 2021, by and among Extra Space Storage
Inc., Extra Space Storage LP, U.S. Bank National Association, as administrative agent, certain other financial
institutions acting as syndication agents, documentation agents and lead arrangers and books runners, and certain
lenders party thereto (incorporated by reference to Exhibit 10.1 of Form 8-K filed on June 25, 2021).
Subsidiaries of the Company(2)
Issuer and Guarantors of Guaranteed Securities(2)
Consent of Ernst & Young LLP(2)
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.(2)
Certifications of the Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as
adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.(2)
85
Exhibit
Number
101
Description
The following financial information from Registrant’s Annual Report on Form 10-K for the period ended
December 31, 2021, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance
Sheets as of December 31, 2021 and 2020; (ii) Consolidated Statements of Operations for the years ended
December 31, 2021, 2020 and 2019; (iii) Consolidated Statements of Comprehensive Income for the years ended
December 31, 2021, 2020 and 2019; (iv) Consolidated Statements of Stockholders’ Equity for the years ended
December 31, 2021, 2020 and 2019; (v) Consolidated Statements of Cash Flows for the years ended
December 31, 2021, 2020 and 2019; and (vi) Notes to Consolidated Financial Statements(2).
104
Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101).
*
(1)
(2)
Management compensatory plan or arrangement
Incorporated by reference to Registration Statement on Form S-11 (File No. 333-115436 dated August 11, 2004).
Filed herewith.
Item 16.
Form 10K Summary
None.
86
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
EXTRA SPACE STORAGE INC.
Date: February 28, 2022
By:
/s/ JOSEPH D. MARGOLIS
Joseph D. Margolis
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates indicated.
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
Date: February 28, 2022
/s/ JOSEPH D. MARGOLIS
Joseph D. Margolis
Chief Executive Officer
(Principal Executive Officer)
/s/ P. SCOTT STUBBS
P. Scott Stubbs
Executive Vice President and Chief Financial Officer
(Principal Financial Officer)
/s/ GRACE KUNDE
Grace Kunde
Senior Vice President, Accounting and Finance
(Principal Accounting Officer)
/s/ KENNETH M. WOOLLEY
Kenneth M. Woolley
Chairman of the Board
/s/ JOSEPH J. BONNER
Joseph J. Bonner
Director
/s/ GARY CRITTENDEN
Gary Crittenden
Director
/s/ SPENCER F. KIRK
Spencer F. Kirk
Director
/s/ DENNIS LETHAM
Dennis Letham
Director
/s/ DIANE OLMSTEAD
Diane Olmstead
Director
/s/ ROGER B. PORTER
Roger B. Porter
Director
/s/ JULIA VANDER PLOEG
Julia Vander Ploeg
Director
By:
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CORPORATE INFORMATION
Corporate Headquarters
2795 East Cottonwood Parkway, Suite 300
Salt Lake City, Utah 84121
Tel (801) 365-4600
Transfer Agent
American Stock Transfer & Trust
New York City, New York
Board of Directors
Kenneth M. Woolley
Chairman of the Board
Extra Space Storage Inc.
Joseph D. Margolis
Chief Executive Officer
Extra Space Storage Inc.
Independent Auditors
Ernst & Young LLP
Salt Lake City, Utah
Legal Counsel
Latham & Watkins LLP
San Diego, California
Annual Meeting of Stockholders
The Company’s annual meeting of stockholders
will be held on Wednesday, May 25, 2022 at
the Company’s corporate offices located at
2795 East Cottonwood Parkway, Suite 300,
Salt Lake City, Utah 84121.
Form 10-K Information
A copy of the Company’s Form 10-K, filed
with the Securities Exchange Commission,
will be furnished, free of charge on written
request to:
Investor Relations
2795 East Cottonwood Parkway, Suite 300
Salt Lake City, Utah 84121
A fully downloadable version of the
Company’s annual report can also be found
in the investor relations section of the
Company’s website at www.extraspace.com.
47%
WHOLLY-OWNED
13% JOINT VENTURE
Joseph J. Bonner
President & Chief Executive Officer
Solana Beach Capital LLC
Gary L. Crittenden
Executive Director
HGGC, LLC
Spencer F. Kirk
Retired Chief Executive Officer
Extra Space Storage Inc.
Dennis J. Letham
Retired Chief Financial Officer
Anixter International Inc.
Diane Olmstead
President
Fillmore Capital Affordable Housing
Roger B. Porter
IBM Professor of Business
and Government
Harvard University
Julia Vander Ploeg
Global Head of Digital and Technology
Hyatt Hotels Corporation
Northwest
41
2%
CA &
Hawaii
315
15%
Mtn West
191
9%
40%
THIRD-PARTY MANAGEMENT
HI
EXR PRESENCE
NO PRESENCE
Management Team
Joseph D. Margolis
Chief Executive Officer
Scott Stubbs
Executive Vice President
Chief Financial Officer
Zach Dickens
Executive Vice President
Chief Investment Officer
Matt Herrington
Executive Vice President
Chief Operations Officer
Gwyn McNeal
Executive Vice President
Chief Legal Officer
Samrat Sondhi
Executive Vice President
Chief Marketing Officer
Noah Springer
Executive Vice President
Chief Strategy and
Partnership Officer
Midwest
255
12%
Northeast
376
18%
RI
DE
Mid-Atlantic
227
11%
Southeast
234
11%
Texas
200
10%
Florida
257
12%
PR
EXTRA SPACE STORAGE INC.
NYSE Symbol: EXR
2795 East Cottonwood Parkway, Suite 300
Salt Lake City, UT 84121
www.extraspace.com
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